Shareholders' meeting of the merged EAB Group Plc

EAB Group Plc (“EAB Group”) merged into Evli Plc (“Evli”) on October 1, 2022. Therefore, a notice is given to the shareholders of EAB Group to a Shareholders’ Meeting to be held on Thursday December 8, 2022 at 10:00 a.m. (EET) at the premises of Castrén & Snellman Attorneys Ltd, Eteläesplanadi 14, Helsinki, Finland, to decide on the adoption of the final accounts of the merged company.

A. Matters on the agenda of the Shareholders’ Meeting

The following matters will be considered at the Shareholders’ Meeting:

1. Opening of the meeting
2. Calling the meeting to order
3. Election of the persons to scrutinise 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. Presentation of the final accounts and the auditor’s report
7. Adoption of the final accounts
8. Resolution on the discharge of the members of the board of directors and the managing director from liability
9. Closing of the meeting

B. Documents of the Shareholders’ Meeting

This notice, which includes all the proposals on the matters on the agenda of the Shareholders’ Meeting, and the other documents that shall be kept available for the shareholders according to the Finnish Companies Act are available for the shareholders on Evli’s website at www.evli.com/en/eab as of November 17, 2022 at the latest. Copies of these documents and of this notice will be sent to the shareholders upon request and will also be available at the Shareholders’ Meeting. 

The minutes of the Shareholders’ Meeting will be available on the website mentioned above as of December 22, 2022 at the latest.

C. Instructions for the participants in the Shareholders’ Meeting

1. Shareholder listed in the register of shareholders

The shareholders listed in the company’s register of shareholders maintained by Euroclear Finland Ltd as at the end of the last trading day of EAB Group’s shares, i.e. September 30, 2022, have the right to participate in the Shareholders’ Meeting. A shareholder whose shares were registered on his/her personal Finnish bookentry account was registered in the shareholders’ register of the company.

A shareholder registered in the shareholders’ register of the company who wants to participate in the Shareholders’ Meeting shall register for the meeting no later than on December 2, 2022 at 16:00 p.m. (EET), by which time the registration must be received. Such registration can be given:

1. by mail to roopert.laitinen@castren.fi; or
2. by regular mail to Castrén & Snellman Attorneys Ltd, Roopert Laitinen, P.O. Box 233, FI-00131 Helsinki, Finland. 

In connection with the registration, a shareholder shall notify his/her name, personal identification number or business ID, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of the proxy representative. The personal data given by the shareholders to EAB Group or Castrén & Snellman in connection with the registration is used only in connection with the Shareholders’ Meeting and the processing of related necessary registrations. The shareholder, his/her authorised representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation.

2. Holders of nominee registered shares

A holder of nominee-registered shares has the right to participate in the Shareholders’ Meeting by virtue of such shares, based on which he/she would have been entitled to be registered in EAB Group’s shareholder register on September 30, 2022, i.e. at the end of the last trading of EAB Group’s shares. In addition, the right to participate requires that holders of nominee-registered shares be temporarily entered into the shareholders’ register held by Euroclear Finland Ltd based on these shares by December 2, 2022, 10:00 a.m. (EET) at the latest. Being entered into the temporary shareholders’ register constitutes due registration for the Shareholders’ Meeting.

A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders’ register of the company, the issuing of proxy documents and registration for the Shareholders’ Meeting from their custodian banks. The account management organisation of the custodian bank must register a holder of nominee-registered shares into the temporary shareholders’ register of the company at the latest by the time stated above.

3. Proxy representative and powers of attorney

A shareholder may also participate in the Shareholders’ Meeting and exercise his/her rights at the meeting by way of proxy representative. A proxy representative shall present a dated proxy document or otherwise demonstrate his/her right to represent the shareholder in a reliable manner. If a shareholder participates in the Shareholders’ Meeting by means of several proxy representatives representing a shareholder with shares in different book entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Shareholders’ Meeting. The use of a proxy representative requires that the shareholder registers for the Shareholders’ Meeting as described above, even if the shareholder does not attend the meeting in person at the meeting venue.

Any proxy documents are requested to be delivered by e-mail to roopert.laitinen@castren.fi or by letter to the address Castrén & Snellman Attorneys Ltd, Roopert Laitinen, P.O. Box 233, FI-00131 Helsinki, Finland, before the registration period expires.

4. Other instructions/information

As of the date of completion of the merger on October 1, 2022, the total number of shares of EAB Group Plc was 13,843,272, which represented an equal number of votes. The company held 30,877 treasury shares, which do not carry voting rights in the Shareholders’ Meeting.

In Helsinki, November 11, 2022

EAB GROUP PLC
BOARD OF DIRECTORS

Additional information:
Mikaela Herrala, Head of Marketing, Communications and IR, Evli Plc, tel. +358 50 544 5740, mikaela.herrala@evli.com