Bank of Åland Plc: Notice to convene the Annual General Meeting
Bank of Åland Plc Notice to convene general meeting February 23,
2023, 8.00 EET.
Notice to convene the Annual General
Meeting
Notice is hereby given to the shareholders of the Bank of Åland
Plc (Ålandsbanken Abp) of the Annual General Meeting (AGM) to be
held at 3.00 p.m. Finnish time (15.00 EET) on Wednesday, March 29,
2023 at the Alandica Kultur & Kongress auditorium, Strandgatan
33, Mariehamn, Åland, Finland.
The reception of persons who have registered to participate in
the Meeting and the distribution of voting tickets will commence at
2.00 p.m. on the above date.
A. Matters on the agenda of the Annual General
Meeting
The following matters will be dealt with at the Meeting:
1. Opening of the Meeting
2. Calling the Meeting to order
3. Election of persons to check the minutes and to
supervise the counting of votes
4. Verification of the legality of the
Meeting
5. Verification of attendance at the Meeting and
adoption of the voting list
6. Presentation of the financial statements, the Report
of the Directors and the Auditors’ Report for 2022
Managing Director’s review.
7. Adoption of the financial statements
8. Decision on allocation of the profit shown in the
balance sheet and dividend distribution
The Board of Directors proposes that a dividend of EUR 1.60 per
share plus an extra dividend of EUR 0.45 per share shall be paid
for the financial year January 1 – December 31, 2022, that the
record date for dividend payment shall be Monday, April 3, 2023 and
that the payment date shall be Wednesday, April 12, 2023.
9. Decision on granting discharge from liability to the
members of the Board of Directors and the Managing Director for the
financial year January 1 – December 31, 2022
10. Presentation and adoption of the compensation
report
11. The Board’s proposal on amendment of the Articles of
Association
The Board of Directors proposes that Section 2 of the Articles
of Association be amended in such a way that the references to laws
in the description of the Bank’s area of operations agree with
currently valid legislation, since the Finnish Act on Mortgage
Banks and Covered Bonds (151/2022) has been updated.
After the proposed amendment, the section shall read as
follows:
Bolaget, som i denna bolagsordning benämns Banken, bedriver
såsom affärsbank i kreditinstitutslagen (610/2014) för
inlåningsbanker avsedd kreditinstitutsverksamhet. Banken
tillhandahåller även sådana investeringstjänster och sidotjänster
som avses i lagen om investeringstjänster (747/2012). Banken
bedriver även hypoteksbanksverksamhet i enlighet med lagen om
hypoteksbanksverksamhet (151/2022).
The Board also proposes to the AGM that Section 13 of the
Company’s Articles of Association be amended to read as
follows:
13 § Revisorer
För granskning av Bankens förvaltning och räkenskaper väljs
årligen vid ordinarie bolagsstämma minst en och högst två
revisorer.
Om endast en revisor valts och denne inte är en
revisionssammanslutning, skall även en revisorssuppleant
väljas.
Revisorerna väljs för en mandattid som upphör vid slutet av den
ordinarie bolagsstämma som följer närmast efter valet.
12. Decision on the number of members on the Board of
Directors
It is proposed that the number of Board members shall be set at
six.
13. Decision on fees for the members of the
Board
The Board of Directors proposes an unchanged annual fee for its
Chairman (EUR 35,000), the Deputy Chairman (EUR 30,000) and each
other Board member (EUR 28,000). The Board also proposes an
unchanged fee per meeting attended for the Chairman (EUR 1,000) and
for each other Board member (EUR 750).
It shall be noted that the fee per meeting for Board members’
attendance at meetings of the committees appointed by the Board is
EUR 750 per Board member and EUR 1,000 for the committee Chairman.
In addition, it shall be noted that compensation for travel and
accommodation expenses as well as daily subsistence allowances are
paid in compliance with the instructions of tax authorities and the
Bank’s travel guidelines.
14. Election of Board members
The Board of Directors proposes the re-election of Board members
Anders Å Karlsson, Nils Lampi, Mirel Leino-Haltia, Christoffer
Taxell, Ulrika Valassi and Anders Wiklöf for a term of office that
will run until the closing of the next AGM. All the persons
proposed have agreed to being elected. Åsa Ceder has declined
re-election.
15. Decision on the auditors’ fees
The Board of Directors proposes that the auditors’ fees be paid
as invoiced.
16. Decision on the number of auditors
The Board of Directors proposes that the number of auditors
shall be set at three (3) for a term of office that will run until
the day that the amendment of Section 13 of the Articles of
Association, which will make it possible to appoint only one
auditor, has been registered in the Finnish Trade Register.
The Board proposes that the number of auditors shall be set at
one (1) for a term of office that will run from the day that the
amendment of Section 13 of the Articles of Association, which will
make it possible to appoint only one auditor, has been registered
in the Finnish Trade Register.
17. Election of auditors
The Board of Directors proposes the re-election of Henry
Maarala, Authorised Public Accountant (KHT), Sandra Eriksson,
Authorised Public Accountant (KHT) and Jessica Björkgren,
Authorised Public Accountant (KHT), as auditors for a term of
office that shall run until the day that the amendment of Section
13 of the Articles of Association, which will make it possible to
appoint only one auditor, has been registered in the Finnish Trade
Register.
The Board also proposes that the authorised accounting firm of
KPMG Oy Ab, with Henry Maarala (KHT) as auditor in charge, be
appointed as auditor from the day that the amendment of Section 13
of the Articles of Association, which will make it possible to
appoint only one auditor, has been registered in the Finnish Trade
Register.
18. Closing of the Meeting
B. General Meeting documents
The above-mentioned proposals by the Board of Directors, this
notice convening the Annual General Meeting (AGM) and other
documents that shall be available as provided by the Finnish
Companies Act are found on the website of the Bank of Åland Plc,
www.alandsbanken.fi in Swedish.
The Board’s proposal and the accounting documents are also
available at the Company’s head office and at the AGM. Copies of
these documents and of this notice convening the AGM will be sent
to shareholders upon request. The minutes of the Meeting will be
available for viewing on the Company’s website no later than April
5, 2023 in Swedish.
C. Instruction for participants in the Annual General
Meeting
1. Right to participate and registration
Shareholders who were listed on March 17, 2023 (the record date
for the AGM) in the Company’s shareholder register, which is
maintained by Euroclear Finland Ab, are entitled to participate in
the Meeting. A shareholder whose shares are registered in his or
her Finnish personal book-entry securities account is listed in the
Company’s shareholder register.
Shareholders wishing to participate in the AGM must register no
later than 12 noon on Friday, March 24, 2023.
They may register for the AGM:
a) via the internet at the address
www.alandsbanken.fi/bolagsstamma;
b) by telephone at +358 18 29 011;
c) by fax at +358 18 291 228 or
d) by letter addressed to Bank of Åland Plc, PB 3, AX-22101
Mariehamn, Åland, Finland.
When registering, please state the shareholder’s name, personal
identity code or business ID number and the name of any assistant
or authorised representative and the representative’s personal
identity code. These personal data will be used only for purposes
attributable to the AGM and for processing of registrations related
to this.
If needed, the shareholder and his/her authorised representative
must be able to prove their identity and/or authorisation at the
Meeting venue.
2. Holders of nominee-registered shares
A holder of nominee-registered shares is entitled to participate
in the AGM on the basis of the shares he or she would be entitled
to list on March 17, 2023 in the Shareholder Register maintained by
Euroclear Finland Ab. Participation also requires that on the basis
of these shares, no later than 10.00 a.m. on March 24, 2023 the
shareholder has been listed in the temporary shareholder register
maintained by Euroclear Finland Ab. In the case of
nominee-registered shares, this shall be counted as registration
for the AGM. Changes in the shareholding after the record date for
the AGM shall not affect the right to participate in the AGM or the
shareholder’s number of votes.
Registration shall be carried out by the asset manager’s account
administrator no later than the above-mentioned date. A holder of
nominee-registered shares is urged to request instructions well in
advance from his or her asset manager regarding entry into the
temporary shareholder register, issuance of powers of attorney and
registration for the AGM. The asset manager’s account managing
institution shall register the holder of nominee-registered shares
who wishes to participate in the AGM in the Company’s temporary
shareholder register no later than the above-mentioned
deadline.
Authorised representatives and powers of attorney
Shareholders may participate in the AGM and exercise their
rights at the Meeting through authorised representatives. A
shareholder’s authorised representative must show a dated power of
attorney or otherwise prove in a reliable manner that he or she is
authorised to represent the shareholder.
If a shareholder is represented at the Meeting by more than one
authorised representatives, who represent a shareholder with shares
in different book-entry securities accounts, at the time of
registration the shareholder must state on the basis of which
shares each authorised representative is representing the
shareholder.
Any original powers of attorney should be sent to the Bank of
Åland Plc, PB 3, AX-22101 Mariehamn, Åland, Finland and be in the
possession of the Company before the expiration of the registration
period. Please label the envelope “Annual General Meeting” or
“AGM”. Alternatively, a copy of the power of attorney may be sent
by e-mail to bolagsstamma@alandsbanken.fi, in which case the
original power of attorney shall be shown at the AGM.
4. Other instructions and information
Shareholders who attend the Meeting are entitled to ask
questions concerning matters being dealt with at the Meeting,
pursuant to Chapter 5, Section 25 of the Finnish Companies Act.
On the date of this Notice convening the Annual General Meeting,
the number of shares in the Bank of Åland Plc totals 6,476,138
Series A shares, which represent 129,522,760 votes and 8,799,766
Series B shares, which represent 8,799,766 votes, or 15,275,904
shares and 138,322,526 votes in all. Each Series A share has 20
votes at the Meeting and each Series B share has one vote, but
subject to the limitation on voting rights stipulated in the
Articles of Association, Section 7.
Mariehamn, February 22, 2023
Board of Directors
Alandsbanken Abp (LSE:0O2N)
Historical Stock Chart
From Jun 2024 to Jul 2024
Alandsbanken Abp (LSE:0O2N)
Historical Stock Chart
From Jul 2023 to Jul 2024