0RD4 Evli Pankki Oyj

Evli Bank and Fellow Finance will complete the arrangement, whereby Evli Bank is demerging into a new asset management company to be listed and a company that will continue banking services and into which Fellow Finance will merge

EVLI BANK PLC STOCK EXCHANGE RELEASE 25 MARCH 2022 AT 3.00 PM. (EET/EEST)

NOT FOR PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, SOUTH AFRICA, HONG KONG, JAPAN, CANADA OR SINGAPORE, NEW ZEALAND, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION OR DISTRIBUTION WOULD VIOLATE APPLICABLE LAWS OR RULES OR WOULD REQUIRE ADDITIONAL DOCUMENTS TO BE COMPLETED OR REGISTERED OR REQUIRE ANY MEASURE TO BE UNDERTAKEN IN ADDITION TO THE REQUIREMENTS UNDER FINNISH LAW. SEE “IMPORTANT NOTICE” BELOW.

Evli Bank Plc (“Evli Bank”) and Fellow Finance Plc (“Fellow Finance”) announced on July 14, 2021 that they have agreed in a combination agreement (the “Combination Agreement”) of an arrangement (the “Arrangement”) whereby Evli Bank will demerge through a partial demerger into a new asset management group Evli Plc (“Evli”) (the “Demerger”) that will be listed and a company that will carry on Evli Bank’s banking services and into which Fellow Finance will merge (the “Merger”). After the Merger of the company that will carry on Evli Bank’s banking services and Fellow Finance, Evli Bank will become Fellow Bank Plc (“Fellow Bank”). As announced on March 23, 2022, all parties to the Arrangement have received all regulatory approvals and authorisations agreed as a condition for the completion of the Arrangement in the Combination Agreement. The Boards of Directors of Evli Bank and Fellow Finance have today resolved on the completion of the Arrangement in accordance with the Combination Agreement and the demerger plan approved by the Extraordinary General Meeting of Evli Bank and the merger plan approved by the Extraordinary General Meetings of Evli Bank and Fellow Finance. The completion of both the Demerger and the Merger are intended to be registered with the Finnish Trade Register maintained by the Finnish Patent and Registration Office on April 2, 2022.

Evli has today submitted an application for the listing of Evli’s class B shares for trading on the official list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) and Evli Bank has today submitted an application for the listing of new shares of Fellow Bank to be issued as merger consideration, the new shares of Fellow Bank issued to combine the share classes as well as the new shares of Fellow Bank issued in the directed share issue to be completed in connection with the Arrangement for trading on the official list of Nasdaq Helsinki. Trading in the class B shares of Evli, which is to be formed through the Demerger, on the official list of Nasdaq Helsinki is expected to commence on or about April 4, 2022. Evli’s class B shares will be subject to trading on Nasdaq Helsinki under the trading code EVLI (ISIN code: FI4000513437). Trading in the new shares of Fellow Bank to be issued as merger consideration, the new shares of Fellow Bank issued to combine the share classes as well as the new shares of Fellow Bank issued in the directed share issue to be completed in connection with the Arrangement is expected to commence on the official list of Nasdaq Helsinki on or about April 4, 2022. Fellow Bank’s shares will be subject to trading on Nasdaq Helsinki under the trading code FELLOW (ISIN code: FI4000170915).

Issuing of Evli’s new shares as demerger consideration to the shareholders of Evli Bank

In the Demerger, the shareholders of Evli Bank will receive as demerger consideration one (1) new class A share in Evli for each class A share owned in Evli Bank and one (1) new class B share in Evli for each class B share owned in Evli Bank (the “Demerger Consideration Shares”), i.e. the Demerger Consideration Shares will be issued to the shareholders of Evli Bank in proportion to their existing shareholding with a ratio of 1:1. A total of 14,493,148 Evli’s class A shares will be issued to Evli Bank’s class A share shareholders and a total of 9,364,289 Evli’s class B shares will be issued to Evli Bank’s class B share shareholders based on their shareholdings in Evli Bank as registered on their book-entry account on April 2, 2022.

The Demerger Consideration Shares are intended to be registered with the Finnish Trade Register on April 2, 2022 and the Demerger Consideration Shares are expected to be registered in the book-entry accounts of Evli Bank's shareholders in accordance with Euroclear Finland Ltd’s (“Euroclear Finland”) procedures on or about April 4, 2022. Provided that the completion of the Demerger of Evli Bank will be registered on April 2, 2022, a trade made in the stock exchange with Evli Bank’s class B share by March 30, 2022 at the latest entitles to receive Demerger Consideration Shares, while a trade with Evli Bank’s class B share on March 31, 2022 or thereafter will no longer entitle to receive Demerger Consideration Shares. A Evli Bank’s class B share acquired on March 31, 2022 or thereafter entitles after the completion of the Arrangement to a shareholding only in Fellow Bank and the seller on whose book-entry account such Evli Bank’s class B shares were registered on March 30,2022, is entitled to receive the Demerger Consideration Shares. All trades in Evli Bank’s shares made by March 30, 2022 at the latest, which have not been settled by April 2, 2022, will be settled in accordance with standard settlement procedures, and investors who have acquired Evli Bank’s shares by such trades will receive both Evli’s and Fellow Bank’s shares at settlement. Trading in Evli’s class B shares on the official list of Nasdaq Helsinki is expected to commence on or about April 4, 2022.

The applicable securities laws may affect the issuance, sale or delivery of the Demerger Consideration Shares to the shareholders of Evli Bank outside of Finland. The Demerger Consideration Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state of the United States (as defined in Regulation S under the Securities Act) and may not be offered, sold or delivered, directly or indirectly, in or into the United States absent registration, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state and other securities laws of the United States. Failure to comply with the foregoing limitation may result in a violation of the Securities Act or other applicable securities laws or regulations.

Combination of Evli Bank's share classes, issuing of Evli Bank’s new shares as merger consideration to the shareholders of Fellow Finance and the shares to be issued in the directed share issue of Fellow Bank

In the Merger between the company that will carry on Evli Bank’s banking services and Fellow Finance following immediately after the Demerger of Evli Bank, Evli Bank’s class A shares will be converted into class B shares (the “Conversion Shares”) so that Evli Bank will only have a single share class (the “Combined Share Class”). In the Merger, the shareholders of Fellow Finance will receive as merger consideration six (6) new Combined Share Class shares (the “Merger Consideration Shares”) of Evli Bank for each share they hold in Fellow Finance. A total of 43,041,750 new shares in Evli Bank will be issued as merger consideration to Fellow Finance's shareholders . After the Merger between Evli Bank’s banking services and Fellow Finance the combined company will continue its operations as Fellow Bank.

As part of the Arrangement Taaleri Plc and TN Ventures Oy have irrevocably undertaken, and Evli’s irrevocable undertaking has been agreed in the Combination Agreement, to subscribe and pay for new shares in Fellow Bank (the “Share Issue Shares”, and together with the Merger Consideration Shares and the Conversion Shares, the “New Shares”) in the Merger in a directed share issue (the “Directed Share Issue”) so that Fellow Bank will receive approximately a total of EUR 11.7 million of additional capital. As announced on March 23, 2022, Evli, Taaleri Plc and TN Ventures Oy have each received the European Central Bank's consent for the changes of shareholdings in Fellow Bank. The Directed Share Issue will be executed in accordance with the Combination Agreement in connection with the completion of the Merger which is expected to take place on April 2, 2022. The Share Issue Shares represent approximately 23 percent of Fellow Bank’s all shares immediately after the completion of the Arrangement. A total of 20,005,924 Share Issue Shares are expected to be issued in the Directed Share Issue.

The New Shares are intended to be registered with the Finnish Trade Register on April 2, 2022 and the New Shares are expected to be registered in the book-entry accounts of the shareholders of Fellow Finance, Evli, Taaleri Plc and TN Ventures Oy in accordance with Euroclear Finland’s procedures on or about April 4, 2022. Provided that the completion of the Merger will be registered on April 2, 2022, a trade on Nasdaq First North Growth Market Finland maintained by Nasdaq Helsinki (“First North”) with Fellow Finance’s share will entitle to receive Merger Consideration Shares. All trades in Fellow Finance’s shares made by April 1, 2022 at the latest, which have not been settled by April 2, 2022, will be settled in accordance with standard settlement procedures, and investors, who have acquired Fellow Finance’s shares by such trades will receive Fellow Bank’s shares at the settlement. Trading in New Shares on the official list of Nasdaq Helsinki is expected to commence on or about April 4, 2022. Correspondingly, trading in Fellow Finance's shares on First North is expected to end on or about April 1, 2022.

The applicable securities laws may affect the issuance, sale or delivery of the New Shares to the shareholders of Fellow Finance and investors outside of Finland. The New Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state of the United States (as defined in Regulation S under the Securities Act) and may not be offered, sold or delivered, directly or indirectly, in or into the United States absent registration, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state and other securities laws of the United States. Failure to comply with the foregoing limitation may result in a violation of the Securities Act or other applicable securities laws or regulations.

Composition of the Board of Directors of Evli and other resolutions of the General Meetings of Evli Bank relating to the demerger

In accordance with the resolution of the Extraordinary General Meeting (“EGM”) of Evli Bank held on December 22, 2021, Henrik Andersin, Fredrik Hacklin, Sari Helander, Robert Ingman and Teuvo Salminen were elected as members of the Board of Directors of Evli for a term starting on the registration date of the completion of the Demerger and ending at the end of the first Annual General Meeting following the registration date. In accordance with the resolution of the Annual General Meeting (“AGM”) of Evli Bank held on March 9, 2022, the Board of Directors was decided to be supplemented with one additional member so that the number of members of the Board of Directors is six (6). Antti Kuljukka was elected as the new member of the Board of Directors. Following the completion of the Demerger, Henrik Andersin shall act as the Chairman of the Board of Directors of Evli, Teuvo Salminen as the Vice Chairman and Fredrik Hacklin, Sari Helander, Robert Ingman and Antti Kuljukka shall be the other members of the Board of Directors. As of the completion of the Demerger the current CEO of Evli Bank shall act as the CEO of Evli. As of the completion of the Demerger, the Executive Group of Evli shall consist of the current members of the Executive Group of Evli Bank Juho Mikola (CFO, Deputy CEO), Mari Etholén (Head of HR and Legal Affairs), Panu Jousimies (Head of Execution and Operations), Esa Pensala (Head of Private Clients), Kim Pessala (Head of Institutional Clients) and Mikael Thunved (Head of Corporate Finance).

Further, the resolutions of the EGM and AGM of Evli Bank regarding the establishment of Evli and the approval of the Articles of Association, the number of the members of the Board of Directors of Evli, election of the members of the Board of Directors and remuneration to be paid to the members of the Board of Directors, the remuneration policy of Evli and other matters stipulated in the demerger plan will take effect on the registration date of the completion of the Demerger on or about April 2, 2022.

Composition of the Board of Directors of Fellow Bank and other resolutions of the General Meetings of Evli Bank relating to the Merger

In accordance with the resolution of the EGM of Evli Bank, the General Meeting resolved to elect six (6) members to the Board of Directors of Fellow Bank. Markku Pohjola, Teuvo Salminen, Lea Keinänen, Kai Myllyneva, Jorma Pirinen and Tero Weckroth were elected as members of the Board of Directors for a term starting on the registration date of the completion of the Merger and ending at the end of the first Annual General Meeting following the registration date. The Board of Directors of Fellow Bank has elected Markku Pohjola to act as the Chairman of the Board of Directors and Teuvo Salminen to act as the Vice Chairman as of the registration date of the completion of the Merger. As of the completion of the Merger, the current CEO of Fellow Finance, Teemu Nyholm, shall act as the CEO of Fellow Bank and Juha Saari shall act as the Deputy CEO. The Board of Directors of Fellow Bank is expected to elect Teemu Nyholm (CEO), Antoni Airikkala (Director, Deposit and Investor Customers), Juha Saari (Director, Private Customers, Deputy CEO), Linda Magnusson (Director, Legal Affairs and Operations until May 13, 2022) and Miikka Silvonen (Director, Corporate Customers) as members of the Management Team of Fellow Bank after the completion of the Merger.

Further, the resolutions of the EGM and AGM of Evli Bank regarding the amendment of the Articles of Association of Evli Bank and combination of Evli Bank’s class A and class B shares into one share class, remuneration to be paid to the members of the Board of Directors of Fellow Bank, issuance of Merger Consideration Shares to Fellow Finance’s shareholders, establishment of a Shareholders’ Nomination Board and other matters stipulated in the merger plan as well as Fellow Bank's Board of Directors' authorisation to decide to repurchase own shares and to issue shares and special rights entitling to shares will take effect on the registration date of the completion of the Demerger on or about April 2, 2022.

EVLI BANK PLC

Board of directors

Further information:

Juho Mikola, CFO, Evli Bank Plc, tel. +358 40 717 8888, juho.mikola@evli.com

Evli Bank and Fellow Finance in brief

Evli Bank is a bank specialized in investments that helps institutions, corporations and private persons increase their wealth. The product and service offering includes mutual funds, asset management and capital markets services, alternative investment products, equity research, incentive plan design and administration as well as Corporate Finance services. The company also offers banking services that support clients' investment operations. Evli Bank is ranked as the best* and most used** institutional asset manager in Finland. Evli also has Finland's best expertise in responsible investment.***

Evli Bank has a total of EUR 17.5 billion in client assets under management (net 12/2021). Evli Bank Group's equity capital excluding the distribution liability in accordance with IFRIC 17, totals EUR 118.1 million and its BIS capital adequacy ratio is 15.4 percent (December 31, 2021). The company has around 290 employees. Evli Bank’s B shares are listed on Nasdaq Helsinki Ltd.

Fellow Finance is a loan-based crowdfunding and peer-to-peer lending platform. The company’s mission is to transform the traditional financing and payments to direct transactions between people and businesses. Fellow Finance has intermediated consumer and business financing of more than 900 million euros in Finland, Sweden, Denmark, Germany, Poland and the Czech Republic and served more than 1,000,000 customers. The company is regulated by the Financial Supervisory Authority of Finland as an Authorized Payment Institution and listed on the Nasdaq First North Growth Market Finland.

*Kantar Prospera External Asset Management Finland 2015, 2016, 2017, 2018, 2019, 2021, Kantar Prospera Private Banking 2019, 2020 Finland **Kantar Prospera External Asset Management Finland 2017, 2018, 2019, 2020, 2021 ***SFR Scandinavian Financial Research Institutional Investment Services Finland 2021

Distribution: Nasdaq Helsinki, main media, www.evli.com

Important Notice

This release is not an offer of shares in the United States and it is not intended for distribution in or into the United States or in any other jurisdiction in which such distribution would be prohibited by applicable law. Evli’s or Fellow Bank’s shares have not been and will not be been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”)or the securities laws of any state of the United States, and may not be offered, sold or delivered within or into the United States, except pursuant to an applicable exemption of, or in a transaction not subject to, the Securities Act.

This release does neither constitute an offer to sell nor a solicitation of an offer to buy any securities by Evli Bank or Fellow Finance in the United States or any other jurisdiction in which such offering, solicitation or sale would be unlawful. This release must not be forwarded, distributed or sent, directly or indirectly, in whole or in part, in or into the United States or any jurisdiction where the distribution of this release would breach any applicable law or regulation or would require any registration or licensing within such jurisdiction. Failure to comply with the foregoing limitation may result in a violation of the Securities Act or other applicable securities laws or regulations.

This release includes “forward-looking statements” that are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations and assumptions, which, even though they seem to be reasonable at present, may turn out to be incorrect. Shareholders should not rely on these forward-looking statements. Neither Evli nor Fellow Finance, nor any of their respective affiliates, advisors or representatives or any other person undertakes any obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release.