Notice to Aktia Bank Plc’s Annual General Meeting 2022
Aktia Bank PlcStock Exchange Release2 March 2022 at 2.30 pm
Notice to Aktia Bank Plc’s Annual
General Meeting 2022
Notice is hereby given to Aktia Bank Plc’s shareholders that the
Annual General Meeting will be held on 6 April 2022 at 4.00 pm at
Aktia Bank Plc’s head office, Arkadiankatu 4–6 A in Helsinki.
The Board of Directors of the company has decided on a special
meeting procedure in accordance with the temporary legislation to
limit the spread of the coronavirus pandemic. The company has
decided on arranging the Annual General Meeting 2022 based on the
prerequisites provided by the law in order to be able arrange the
Annual General Meeting in a predictable way and to ensure the
health and safety of the company’s shareholders, employees and
other stakeholders.
Shareholders of Aktia Bank Plc and their representatives can
attend the Annual General Meeting and practice their rights as
shareholders only by voting in advance and by making a
counterproposal or asking questions in advance. It is not possible
to attend the General Annual Meeting at the actual premises.
Instructions to shareholders are available in this summons under
the headline C. Instructions for the attendees of the Annual
General Meeting and at www.aktia.com.
All shareholders will be invited to watch the Annual General
Meeting that starts at 16.00, during which the shareholders can
follow the presentations of the Chairman of the Board and the CEO
and after the Annual General Meeting there is a virtual Q&A
session.
Shareholders are asked to consider that questions that are asked
during the Q&A session are not questions according to chapter
5, section 25 of the Finnish Limited Liability Companies Act.
Questions according to chapter 5, section 25 of the Finnish Limited
Liability Companies Act must be asked separately in advance. For
further information on how to attend the virtual shareholder event
and on how to ask questions in accordance with chapter 5, section
25 of the Finnish Limited Liability Companies Act, see heading C.4
Further instructions for the attendees of the Annual General
Meeting.
A. Matters on the agenda of the Annual General
Meeting
The agenda of the Annual General Meeting will be as follows:
1. Opening of the meeting
2. Calling the meeting to order
Attorney-at-Law Mårten Knuts will act as Chairman of the Annual
General Meeting. If Mårten Knuts due to weighty reasons is not able
to act as Chairman, the Board of Directors will appoint a person
that the Board of Directors considers to be best suited to act as
Chairman.
3. Election of persons to scrutinize the
minutes and to supervise the counting of votes
General Counsel Ari Syrjäläinen will scrutinize the minutes and
supervise the counting of votes. If Ari Syrjäläinen due to weighty
reasons is not able to scrutinize the minutes and supervise the
counting of votes, the Board of Directors will appoint a person
that the Board of Directors considers to be best suited for
scrutinizing 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
Shareholders considered present at the Annual General Meeting
are shareholders who have voted in advance during the advance
voting period and that according to chapter 5, sections 6 and 6a of
the Finnish Limited Liability Companies Act are authorised to
attend the Annual General Meeting. The voting list is confirmed
based on information that Euroclear Finland Oy has handed to
Innovatics Oy.
6. Presentation of the financial statements,
consolidated financial statements, report by the Board of Directors
and Auditor’s report for 2021
Because it is possible to attend the Annual General Meeting only
in advance, the company’s financial statement and Annual Report,
including the report by the Board of Directors and the Auditor’s
Report, that the company will publish no later than 16 March 2022
and that thereafter are available on the company’s website
www.aktia.com, are considered to have been put forward to the
Annual General Meeting.
CEO’s presentation.
7. Adoption of the financial statements and the
consolidated financial statements
The Board of Directors proposes that the Annual General Meeting
will decide on confirming the financial statements. The company’s
auditor has recommended confirming the financial statements.
8. Resolution on the use of the profit shown in
the balance sheet and the payment of dividend
The Board of Directors proposes that a dividend of EUR 0.56 per
share shall be paid for the financial year 2021.
Shareholders registered in the register of shareholders of the
company maintained by Euroclear Finland Ltd on the record date for
the dividend payment 8 April 2022 are entitled to the dividend. The
Board of Directors proposes that the dividend shall be paid out on
19 April 2022 in accordance with the rules of Euroclear Finland
Ltd.
9. Resolution on the discharge from liability
of the members of the Board of Directors, the CEO and his
deputy
10. Aktia Bank Plc's Remuneration Report for
2021
The Board of Directors proposes to the Annual General Meeting
that the Remuneration Report for the company’s governing bodies be
confirmed.
Because it is possible to attend the Annual General Meeting only
in advance, the Remuneration Report for 2021 that the company will
publish no later than 16 March 2022 and that thereafter is
available on the company’s website www.aktia.com, is considered to
have been put forward to the Annual General Meeting.
11. Resolution on remuneration for the members
of the Board
The Shareholders’ Nomination Board proposes that the
remuneration for the Board of Directors for the term be unchanged
from the current term and determined as follows:
• Chairman, EUR
64,300 (2021: EUR 64,300)
• Deputy
Chairman, EUR 43,000 (2021: EUR 43,000)
• Member, EUR
35,000 (2021: EUR 35,000)
In addition it is proposed that the Chairman of each Committee
will further receive an annual remuneration of EUR 8,000.
The proposed meeting remuneration for the Board and Committee
meetings is EUR 500 per person and per attended meeting.
Compensation for travel and accommodation expenses as well as a
daily allowance is paid in line with the Finnish Tax
Administration's guidelines and the company's travel policy.
The Nomination Board proposes that approximately 40% of the
annual remuneration (gross amount) shall be paid to the members in
the form of Aktia shares. The company will on account of the Board
members acquire Aktia shares on the market to the price that is
formed through public trading or it will transfer the company's own
shares to the Board members and the rest of the annual remuneration
payable is paid in cash. The shares are acquired or transferred
during a two-week time period from the day following the company’s
interim report for 1 January 2022–31 March 2022 is disclosed or as
soon as possible in accordance with applicable legislation. The
company will be responsible for all expenses and the possible
transfer tax for acquiring or transferring the shares.
12. Resolution on the number of members of the
Board of Directors
The Shareholders’ Nomination Board proposes that the number of
members of the Board of Directors is kept unchanged and set at
eight members.
13. Election of members of the Board of
Directors
The Shareholders’ Nomination Board proposes that of the current
members of the Board of Directors, Johan Hammarén, Maria Jerhamre
Engström, Harri Lauslahti, Olli-Petteri Lehtinen, Johannes
Schulman, Lasse Svens and Timo Vättö based on their consent, be
re-elected for a term continuing up until the end of the next
Annual General Meeting. For more information on the Board members
proposed to be re-elected, please see the company’s website at
www.aktia.com.
The Shareholders’ Nomination Board also proposes that Sari
Pohjonen be elected as new Board member for the same term, based on
her consent. Further information on the new Board member proposed
to be elected has been attached to this release and can be found
closer to the Annual General Meeting on the company’s website
www.aktia.com.
All the proposed persons are independent in relation to the
company according to the definition of the Corporate Governance
Code. Only Timo Vättö is not independent of a significant
shareholder since he is a member of the Board of Rettig Group Oy
Ab, which is the largest owner of RG Partners Oy – the largest
shareholder (10.11%) of Aktia Bank.
All the proposed persons have informed that they intend, if they
are elected, to re-elect Lasse Svens amongst them as Chairman of
the Board of Directors and to re-elect Timo Vättö as Deputy
Chairman.
Arja Talma, member of Aktia's Board of Directors since 2013, has
informed that she will not be available for re-election.
14. Resolution on the auditor's
remuneration
The Board of Directors proposes, based on the recommendation of
the Board of Directors' Audit Committee, that remuneration shall be
paid to the auditor against the auditor’s reasonable invoice.
15. Determination of the number of auditors
The Board of Directors proposes, based on the recommendation of
the Board of Directors' Audit Committee, that the number of
auditors shall be one (1).
16. Election of the auditor
The Board of Directors proposes, based on the recommendation of
the Board of Directors’ Audit Committee, that KPMG Oy Ab, a firm of
authorised public accountants, shall be elected as auditor, with
Marcus Tötterman, M.Sc. (Econ.), APA, as auditor-in-charge for a
term of office beginning when the Annual General Meeting 2022 is
closed and continuing up until the Annual General Meeting 2023 has
ended.
17. Authorising the Board of Directors to
decide on one or more issues of shares or special rights entitling
to shares referred to in Chapter 10 of the Limited Liability
Companies Act
The Board of Directors proposes that the General Meeting
authorises the Board of Directors to issue shares, or special
rights entitling to shares referred to in Chapter 10 of the Limited
Liability Companies Act, as follows:
A maximum amount of 7,221,000 shares can be issued based on this
authorisation, which corresponds to approximately 10% of all shares
in the company.
The Board of Directors is authorised to decide on all terms for
issues of shares and of special rights entitling to shares. The
authorisation concerns the issuance of new shares. Issues of shares
or of special rights entitling to shares can be carried out in
deviation from the shareholders' pre-emptive subscription right to
the company’s shares (directed share issue).
The Board of Directors has the right to use this authorisation,
among other things, to strengthen the company's capital base, for
the company's share-based incentive scheme, acquisitions and/or
other corporate transactions.
The authorisation is effective for 18 months from the resolution
by the General Meeting and revokes the authorisation to issue
shares given by the Annual General Meeting on 13 April 2021.
18. Authorising the Board of Directors to
decide on acquisition of own shares
The Board of Directors proposes that the General Meeting
authorises the Board of Directors to decide on the acquisition of
500,000 shares at a maximum, corresponding to approximately 0.7% of
the total number of shares in the company.
The company's own shares may be acquired in one or several
tranches using the unrestricted equity of the company.
The company's own shares may be acquired at a price formed in
public trading on the date of the acquisition, or at a price
otherwise prevailing on the market. The company's own shares may be
acquired in a proportion other than that of the shares held by the
shareholders (directed acquisition).
The company's own shares may be acquired to be used in the
company's share-based incentive schemes and/or for the remuneration
of the members of the Board of Directors, for further transfer,
retention, or cancellation.
The Board of Directors is authorised to decide on all additional
terms concerning the acquisition of the company's own shares.
The authorisation is effective for 18 months from the resolution
by the General Meeting and revokes the authorisation to purchase
the company's own shares given by the Annual General Meeting on 13
April 2021.
19. Authorising the Board of Directors to
decide to divest the company’s own shares
The Board of Directors proposes that the General Meeting
authorises the Board of Directors to decide on divesting own shares
held by the company, as follows:
Based on the authorisation, a maximum of 500,000 shares may be
divested.
The Board of Directors is authorised to decide on all additional
terms concerning the divestment of the company's own shares. The
divestment of the company's own shares can be carried out in
deviation from the shareholders’ pre-emptive subscription rights to
shares in the company (directed share issue), e.g. for implementing
the company's incentive programs and for remuneration, including
divesting the company's own shares to board members for payment of
board remuneration.
The authorisation is effective for 18 months from the resolution
by the General Meeting and revokes the authorisation to divest the
company's own shares given by the Annual General Meeting on 13
April 2021.
20. Closing of the meeting
B. Documents of the Annual General Meeting
The proposals for the decisions on the matters on the agenda of
the Annual General Meeting as well as this summons are available on
Aktia Bank Plc’s website www.aktia.com. Aktia Bank Plc’s Annual
Report including the company’s financial statements, the report by
the Board of Directors and the Auditor’s Report as well as the
Remuneration Report for 2021 will be available on the
above-mentioned website on 16 March 2022, at the latest. Copies of
the above-mentioned documents will be sent to shareholders on
request. The minutes of the Annual General Meeting will be
available on the website mentioned above on 20 April 2022, at the
latest.
C. Instructions for the attendees of the Annual General
Meeting
1. Shareholders registered in the shareholders'
register
To limit the spread of the coronavirus pandemic, the Annual
General Meeting will be arranged so that neither shareholders nor
their representatives can attend the Annual General Meeting in
person. Shareholders and their representatives cannot attend the
meeting through a live broadcast in real-time with the help of
technical tools. Shareholders and their representatives can attend
the Annual General Meeting and practice their rights as
shareholders only by voting in advance and by making a
counterproposal or asking questions in advance in accordance with
the instructions below. Shareholders that have registered their
intention to attend the Annual General Meeting can watch the Annual
General Meeting live online. Shareholders that are watching the
Meeting in this way are not considered attendees of the Annual
General Meeting and will therefore have no right to ask questions
or vote at the Annual General Meeting. Shareholders are asked to
note that the online broadcast is only arranged if it can be
arranged so that all rules and recommendations in terms of the
coronavirus pandemic issued by the authorities can be followed.
Additional information about and instructions for watching the
online broadcast are available on the company’s website
www.aktia.com.
A video link and password to follow the meeting online will be
sent by email and as a text message to the email address and phone
number provided in connection with the registration. Following the
meeting via the video stream is possible only for shareholders who
are registered as shareholders of the company on the record date of
the Annual General Meeting. Following the meeting via the video
stream does not constitute participation in the Annual General
Meeting. The voting list and results of votes of the General
Meeting shall be made solely based on the advance voting.
Each shareholder, who is registered in the company’s register of
shareholders maintained by Euroclear Finland Ltd on 25 March 2022,
has the right to attend the Annual General Meeting. Shareholders
whose shares are registered in their personal Finnish book-entry
account are registered in the company’s register of
shareholders.
The registration to attend and advance voting will be initiated
on 10 March 2022 at 10.00 a.m. when the time period assigned for
submitting counterproposals that are subject for voting has ended.
Shareholders who are registered in the company's register of
shareholders and who wish to attend the Annual General Meeting by
voting in advance must register their intention to attend and vote
in advance by 4.00 p.m. on 30 March 2022, at the latest.
When registering to attend, the requested information, such as
the name, date of birth or business identity code and contact
details must be provided. The personal data that shareholders or
their representatives give to Aktia Bank Plc or Innovatics Oy will
only be used for purposes associated with the Annual General
Meeting and processing the relevant registrations.
Shareholders whose shares are registered in their Finnish
book-entry account can register and vote in advance on certain
items of the agenda during 10 March–30 March 2022 as follows:
a) through the company’s website www.aktia.com
Online registration and voting in advance require that the
shareholders or their representatives use strong electronic
authentication either by Finnish or Swedish bank ID or a mobile
certificate. The terms and instructions for the electronic advance
voting are available on the company’s website at www.aktia.com.
b) by mail or e-mail
Shareholders can send the advance voting form that as of 10
March 2022 is available on the company’s website www.aktia.com or
corresponding information by mail to Innovatics Oy at the address
Innovatics Oy, Annual General Meeting/Aktia Bank Plc,
Ratamestarinkatu 13 A, 00520 Helsinki or by email to
agm@innovatics.fi. If shareholders are attending the Annual General
Meeting by sending votes in advance to Innovatics Oy by mail or
email before the end of the registration or advance voting period,
this is considered a registration to attend the Annual General
Meeting, provided that the above-mentioned information needed to
register is included.
Representatives of shareholders, when returning an advance
voting form, shall show a dated power of attorney or shall in some
other reliable way be able to prove that they are entitled to
represent the shareholder at the Annual General Meeting.
Instructions for the advance voting are also available on the
company’s website at www.aktia.com before the advance voting is
initiated. More information is also available during the
registration period by calling 010 2818 909 Monday–Friday at 9.00
am–12.00 pm and 1.00–4.00 pm.
2. Owners of nominee registered shares
A holder of nominee registered shares has the right to attend
the Annual General Meeting by virtue of such shares, based on which
he/she on the record date of the Annual General Meeting 25 March
2022 would be entitled to be registered in the company's register
of shareholders maintained by Euroclear Finland Ltd. Attendance
also requires that the shareholder has been entered into the
company's temporary register of shareholders, maintained by
Euroclear Finland Ltd, on the basis of such shares by 1 April 2022
at 10.00 am at the latest. For nominee registered shares this also
constitutes registration to the Annual General Meeting.
Owners of nominee registered shares are advised in good time to
request their custodian bank for the necessary instructions on
being entered into the temporary register of shareholders, the
granting of powers of attorney and registration for the Annual
General Meeting. The account management organisation of the
custodian bank registers a holder of nominee registered shares who
wants to attend the Annual General Meeting into the company's
temporary register of shareholders at the latest by the
above-mentioned time. Additionally, the account management
organisation of the custodian bank must see to that the advance
voting takes place on behalf of the owners of nominee registered
shares within the registration period for nominee registered
shares.
3. Representatives and powers of attorney
Shareholders may attend the Annual General Meeting and exercise
their rights through a representative. Even a proxy representative
shall vote in advance in a manner set out in this notice. Proxy
representatives must use strong electronic authentication when
registering for the meeting and voting in advance online, after
which they can register and vote in advance on behalf of the
shareholder they represent. Shareholders’ representatives need to
present a dated power of attorney or in some other reliable way
demonstrate their right to represent the shareholder at the Annual
General Meeting. Statutory right of representation may be
demonstrated by using the suomi.fi e-Authorisations service which
is in use in the online registration service. If a shareholder is
represented by more than one representative at the General Meeting,
each of whom represents the shareholder with shares by the
shareholder in different book-entry accounts, the shares by which
each representative represents the shareholder shall be identified
in connection with the registration for the Annual General
Meeting.
A power of attorney model and instructions on voting are
available on the company’s website at www.aktia.com on 10 March
2022 at the latest. Possible powers of attorney are primarily to be
sent as an attachment to the registration to attend and the advance
voting form or alternatively by email to agm@innovatics.fi or as an
original by mail to the address Innovatics Oy, Annual General
Meeting/Aktia Bank Plc, Ratamestarinkatu 13 A, 00520 Helsinki. The
powers of attorney must be received by the addressee before the end
of the registration period on 30 March 2022 at 4.00 p.m.
The representatives of shareholders must register and vote in
advance and can also leave counterproposals and ask questions in a
way that are described in the summons. Sending a power of attorney
and advance votes before the end of the registration and advance
voting period are considered as a registration to the Meeting if
all the above-mentioned information necessary for registration has
been provided.
Returning a power of attorney and advance votes to Innovatics Oy
before the end of the time period for advance voting is considered
a registration to attend the Annual General Meeting provided that
the power of attorney and instructions on voting include the
details mentioned under C.1. that are required for
registration.
4. Further
instructions for attendees of the Annual General
Meeting
A shareholder that owns at least one hundredth of all the shares
in the company is entitled to give a counterproposal for all the
proposals that have been presented on the agenda of the Annual
General Meeting. Such counterproposals must be sent to the company
by email to koncernjuridik@aktia.fi by 7 March 2022 at 4.00 pm.
Shareholders that are putting forward a counterproposal must be
able to show a report on their holding of shares when putting
forward their counterproposal. A counterproposal is addressed at
the Annual General Meeting only if the shareholder is entitled to
attend the Annual General Meeting and if the shareholder on the
record date for the Annual General Meeting owns at least one
hundredth of all shares in the company. If a counterproposal is not
addressed at the Annual General Meeting, the votes that have been
given for the proposal are not considered. The company publishes
possible counterproposals that are subject to voting on the
company’s website www.aktia.com by 9 March 2022.Shareholders can
ask questions about matters that are being considered at the
Meeting in accordance with chapter 5, section 25 of the Finnish
Limited Liability Companies Act up until 23 March 2022 by sending
them by email to the address koncernjuridik@aktia.fi. Such
questions from shareholders, the company’s management’s answers to
them as well as other counterproposals than those put up to a vote
are available on the company’s website at www.aktia.com on 28 March
2022 at the latest. The prerequisite to be able to ask questions
and put forward a counterproposal is that shareholders can show an
adequate statement on their ownership of shares.
On the date of this summons to the Annual General Meeting, the
total number of shares in Aktia Bank Plc is 72,219,081 shares,
representing 72,219,081 votes.
Helsinki, 2 March 2022
AKTIA BANK PLC BOARD OF
DIRECTORS
Further information:Mikko Ayub, CEO, tel. +358 10 247
5121
Distribution:Nasdaq Helsinki LtdCentral news
mediawww.aktia.com
Aktia is a Finnish asset manager, bank and life insurer that has
been creating wealth and wellbeing from one generation to the next
for 200 years. We serve our customers in digital channels
everywhere and face-to-face in our offices in the Helsinki, Turku,
Tampere, Vaasa and Oulu regions. Our award-winning asset management
business sells investment funds internationally. We employ
approximately 900 people around Finland. Aktia's assets under
management (AuM) on 31 December 2021 amounted to EUR 15.5 billion,
and the balance sheet total was EUR 11.7 billion. Aktia's shares
are listed on Nasdaq Helsinki Ltd (AKTIA). aktia.com.
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Attachment_Information_on_proposed_new_Board_member_for_Aktia_Bank_2022
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