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These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase the securities described in such materials in the United States. In particular, any securities referred to in these materials have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act“), and may not be offered, sold or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of securities in the United States.
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The Extraordinary General Meeting of Evli Plc was held on Thursday July 14, 2022 in Helsinki.
The Extraordinary General Meeting of Evli Plc (“Evli” or the “Company”) will be held on Thursday July 14, 2022 starting at 08:30 a.m. (EET) at the premises of Castrén & Snellman Attorneys Ltd at the address Eteläesplanadi 14, 6th floor, Helsinki. The reception of persons who have registered for the meeting will begin at 08:00 a.m. (EET).
A. Matters on the agenda of the General Meeting
At the meeting, the following matters will be considered:
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. Resolution on the merger of Evli and EAB Group Plc
On April 22, 2022, Evli announced that it has signed a letter of intent on the combination of Evli and EAB Group Plc (the Combination). The objective of the Combination is to create a company that would be one of the leading companies on the Helsinki Stock Exchange to offer investing and wealth management services with a broad expertise and whose clientele would cover institutions, corporations, and private persons. The combined company has a strong financial position and good capabilities for future growth according to the Company’s strategy. The combined company would have the ability to conduct the businesses of current Evli and EAB with better operative efficiency enabling to achieve synergies. After the combination, a broader range of products and services and a wider range of expertise will be available to clients.
The Combination will be carried out by way of a statutory absorption merger pursuant to Chapter 16 of the Finnish Limited Liability Companies Act (624/2006 as amended) (the Finnish Companies Act) whereby EAB Group Plc merges into Evli so that all assets and liabilities of EAB Group Plc are transferred to Evli without a liquidation procedure (the Merger). EAB Group Plc shall automatically dissolve as a result of the completion of the Merger. In the Merger, the shareholders of EAB Group Plc will receive as merger consideration new class B shares in Evli and a cash consideration.
Simultaneously, the parties intend to execute an arrangement pursuant to which EAB Asset Management Ltd, a fully owned subsidiary of EAB Group Plc, will merge into Evli by way of a statutory absorption merger pursuant to Chapter 16 of the Finnish Companies Act whereby all assets and liabilities of EAB Asset Management Ltd are transferred to Evli without a liquidation procedure (the Evli/EAB Asset Management Merger). EAB Asset Management Ltd shall automatically dissolve as a result of the completion of the Evli/EAB Asset Management Merger.
More detailed information on the Combination Agreement and the mergers and their reasons are available in the stock exchange release published by Evli on May 31, 2022.
The contemplated Effective Date of the Merger between Evli and EAB Group Plc is October 1, 2022. The merger of Evli and EAB Asset Management Ltd will be completed after the completion of the merger of Evli and EAB Group Plc on or about October 3, 2022. The Effective Dates of the Merger can still change in accordance with the merger plans.
Holders of Evli’s series A shares representing approximately 85 percent of series A shares in Evli and approximately 82 percent of the votes produced by all Evli shares have undertaken to vote in favour of the Merger at the General Meeting.
The General Meeting can only approve or reject the proposed resolutions because the merger plans cannot be altered.
Resolution on the merger of Evli and EAB Group Plc
The Board of Directors proposes that the General Meeting resolve on the Merger of EAB Group Plc into Evli as set forth in the merger plan approved and signed by the Boards of Directors of Evli and EAB Group Plc on May 31, 2022 (the Merger Plan) whereby all assets and liabilities of EAB Group Plc are transferred to Evli without a liquidation procedure on the Effective Date and that the General Meeting approve the Merger Plan.
In addition to the other matters described in the Merger Plan, the resolution on the merger includes, among other things, the following key matters described in more detail below in points (a) and (b):
(a) Merger consideration
Pursuant to the Merger Plan, the shareholders of EAB Group Plc will receive as merger consideration 0.172725 new class B shares in Evli for each share they own in EAB Group Plc and a cash consideration for a total amount of EUR three (3) million, which shall be equally distributed between the outstanding shares of EAB Group Plc. Based on the current amount of outstanding shares the cash consideration would amount to EUR 0.217196 per share (jointly the Merger Consideration). Pursuant to Chapter 16, section 16, subsection 3 of the Finnish Companies Act, shares in EAB Group Plc held by EAB Group Plc or Evli do not carry the right to the Merger Consideration.
In case the number of shares received by a shareholder of EAB Group Plc as Merger Consideration is a fractional number (per each book-entry account), the fractions shall be rounded down to the nearest whole number. Fractional entitlements to the shares will be aggregated and sold in trading on Nasdaq Helsinki, and the proceeds will be distributed to the shareholders of EAB Group Plc entitled to receive such fractional entitlements in proportion to holding of such fractional entitlements. Any costs related to the sale and distribution of fractional entitlements shall be borne by Evli.
As at the date of the notice convening the General Meeting, the aggregate number of shares in EAB Group Plc is 13,843,272 shares. EAB Group Plc holds 30,877 of its own shares. Evli does not hold any shares in EAB Group Plc. Based on the situation on the date of the notice convening the General Meeting, the total number of shares in Evli to be issued as Merger Consideration would therefore be 2,385,745 B shares at maximum. As a result, after the Merger, the shareholders of Evli would own approximately 91 percent of the shares and 99 percent of the votes in Evli, and the shareholders of EAB Group Plc would own approximately 9 percent of the shares and one percent of the votes in Evli.
The new shares issued as Merger Consideration will be applied to be admitted to trading on Nasdaq Helsinki.
(b) Increase of share capital
Pursuant to the Merger Plan, the share capital of Evli shall be increased by EUR 30,000,000 in connection with the registration of the completion of the Merger. After the increase, the share capital of Evli is EUR 53,745,459.66.
7. Resolution on the Evli/EAB Asset Management Merger
In accordance with the introduction of item 6 above, the Board of Directors of Evli proposes that the General Meeting resolve on the merger of EAB Asset Management Ltd into Evli as set forth in the merger plan approved and signed by the Boards of Directors of Evli and EAB Asset Management Ltd on May 31, 2022 (the Evli/EAB Asset Management Merger Plan) whereby all assets and liabilities of EAB Asset Management Ltd are transferred to Evli without a liquidation procedure on the Effective Date in the manner set forth in the Evli/EAB Asset Management Merger Plan and that the General Meeting approve the Evli/EAB Asset Management Merger Plan. As the Evli/EAB Asset Management Merger is completed after the merger of Evli and EAB Group Plc has been completed, EAB Asset Management Ltd shall be a fully owned subsidiary of Evli at the time of completion and no merger consideration shall be issued.
8. Closing of the meeting
B. Documents of the General Meeting
The Merger Plans and this notice, which includes all proposals for decisions on the matters on the agenda of the General 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/egm as of June 14, 2022 at the latest. Copies of these documents and of this notice will be sent to shareholders upon request.
The minutes of the General Meeting will be available on the website mentioned above as of July 28, 2022 at the latest.
C. Instructions for the participants in the General Meeting
1. Right to participate
Each shareholder who is registered on the record date, July 4, 2022, in the shareholders’ register of the Company held by Euroclear Finland Ltd has the right to participate in the General Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the shareholders’ register of the Company.
Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting.
2. Registration for General Meeting and voting in advance
The registration for the General Meeting begins at 4:00 p.m. (EET) on June 8, 2022. A shareholder may also cast his/her votes in advance. Participation in the meeting requires that a shareholder entered into the Company’s shareholders’ register notifies the Company of his/her participation no later than 4:00 p.m. (EET) on July 8, 2022 by which time the registration for the General Meeting must be received. In connection with registering for the General Meeting, a shareholder shall provide the requested information, such as the shareholder’s identification and contact details. The personal data provided by the shareholders is only used in connection with the General Meeting and with the necessary processing of related registrations.
Shareholders with a Finnish book-entry account may register for the General Meeting and vote in advance on certain matters on the agenda between 4:00 p.m. (EET) on June 8, 2022 and 4:00 p.m. (EET) on July 8, 2022 in the following ways:
a) Through Evli’s website at evli.com/egm
Registration and voting in advance require strong electronic authentication of the shareholder. When a shareholder who is a natural person logs into the service through the Company’s website, he/she is directed to the electronic authentication. After this, a shareholder can in one session register to the General Meeting, authorize another person and vote in advance. Strong electronic authentication works with online bank IDs or a mobile certificate.
For shareholders that are legal persons, no strong electronic authentication is required. However, a shareholder that is a legal person must notify its book-entry account number and other required information. If the shareholder that is a legal person uses the electronic Suomi.fi e-authorization, the registration requires a strong electronic authentication of the authorized person, which works with online bank IDs or a mobile certificate.
The terms and conditions and other instructions for advance voting will be available on the Company’s website as of the beginning date of the advance voting, June 8, 2022, at the latest.
b) By mail or by email
A shareholder or his/her proxy representative may register for the General Meeting or send the advance voting form available on the Company’s website or corresponding information to Euroclear Finland Ltd, Yhtiökokous / Evli Plc, P.O. Box 1110, FI-00101 Helsinki by letter or by email at firstname.lastname@example.org. The voting form and voting instructions will be available on the Company’s website evli.com/egm no later than on June 8, 2022.
Delivering of votes prior to the end of registration and advance voting period is also considered as registration for the General Meeting if all required information for registration described above is given.
A shareholder who has voted in advance will not be able to exercise his or her right of inquiry under the Companies Act or his or her right to demand a vote at the General Meeting, and his or her ability to vote on an item that may have changed after the start of the advance voting may be restricted unless the shareholder attends the General Meeting in person or by proxy.
The shareholder, his/her representative or proxy must be able to prove his/her identity and/or right of representation at the place of the meeting, if necessary.
3. Holders of nominee registered shares
A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on the record date of the General Meeting, July 4, 2022, would be entitled to be registered in the shareholder register of the Company held by Euroclear Finland Ltd. 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 July 11, 2022, 10:00 a.m. (EET), at the latest. Being entered into the temporary shareholder register constitutes due registration for the General Meeting.
A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder register of the Company, the issuing of proxy documents and registration for the General Meeting from their custodian bank. The account management organisation of the custodian bank has to register a holder of nominee-registered shares into the temporary shareholders’ register of the Company at the latest by the time stated above.
The temporary shareholders’ register of Evli as at the record date of July 4, 2022 is available at Euroclear Finland Ltd, Urho Kekkosen katu 5 C, Helsinki, Finland.
4. Proxy representative and powers of attorney
Shareholders may also participate in the General Meeting and exercise their rights at the meeting by way of another proxy representative. A proxy representative shall produce a dated proxy document or otherwise demonstrate his/her right to represent the shareholder at the General Meeting in a reliable manner. When a shareholder participates in the General 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 General Meeting.
Any proxy documents are to be delivered primarily by e-mail to email@example.com or secondarily by letter to the address Euroclear Finland Ltd, Yhtiökokous / Evli Plc, PL 1110, FI-00101 Helsinki, Finland. The proxy documents must be received before the notification period expires.
A holder of nominee-registered shares is advised to follow the instructions of his/her custodian bank regarding proxies. If a holder of nominee-registered shares wishes to be represented by some other person than his/her custodian, the representative must present to the Company a dated proxy demonstrating the right to represent the shareholder.
5. Other instructions and information
Pursuant to Chapter 5, section 25 of the Finnish Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the General Meeting.
On the date of this notice to the General Meeting June 3, 2022, the total number of shares of Evli Plc is 23,857,437 shares divided into 14,493,148 class A shares and 9,364,289 class B shares. According to the Articles of Association, each A share entitles the holder to twenty (20) votes and each B share to one (1) vote at the General Meeting. The Company holds no treasury shares.
There shall be no service at the General Meeting.
Helsinki, June 3, 2022
Board of Directors
Mikaela Herrala, Head of Marketing, Communications and IR, Evli Plc, tel. +358 50 544 5740, firstname.lastname@example.org
July 14, 2022
April 22, 2022
Evli Plc and EAB Group Plc consider combination