Decisions at the 2023 Annual General Meeting, Bank of Åland Plc
(Ålandsbanken Abp)
Bank of Åland Plc Stock exchange release, decisions of general
meeting March 29, 2023, 17.30 EET
Decisions at the 2023 Annual General Meeting, Bank of
Åland Plc (Ålandsbanken Abp)
Adoption of financial statements and granting of
discharge from liability of those accountable
Today’s Annual General Meeting (AGM) of the Bank of Åland Plc
approved the adoption of the financial statements and the
consolidated financial statements for 2022 and granted discharge
from liability to those accountable for the financial year
2022.
Dividend distribution and announcement of the record
date for dividend payment
In accordance with the proposal of the Board of Directors, the
AGM approved the distribution of a dividend of EUR 1.60 per share
plus an extra dividend of EUR 0.45 per share for the accounting
period January 1, 2022 – December 31, 2022. The record date for
payment of the dividend is Monday, April 3, 2023. The dividend
payment date will be Wednesday, April 12, 2023.
Compensation report
The AGM dealt with the Bank’s compensation policy and adopted
it.
Amendments of the Articles of Association
In accordance with the Board’s proposal, the AGM approved an
amendment to Section 2 of the Articles of Association 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:
The Company, referred to in these Articles of Association as the
Bank, engages as a commercial bank in such credit institution
operations as are envisaged for deposit banks in the Credit
Institutions Act (610/2014). The Bank also provides such investment
services and additional services as are envisaged in Chapter 1,
Section 11 and Chapter 2, Section 3 of the Act on Investment
Services (747/2012). The Bank also engages in mortgage banking
operations pursuant to the Act on Mortgage Banks and Covered Bonds
(151/2022).
The AGM also approved the Board’s proposal that Section 13 of
the Company’s Articles of Association be amended to read as
follows:
Section 13. Auditors
To examine the Bank’s administration and accounts, the Annual
General Meeting of Shareholders shall annually elect at least one
and at most two auditors.
If only one auditor has been elected and this auditor is not an
authorised accounting firm, one deputy auditor shall also be
appointed.
Auditors shall be elected for a term of office that ends at the
closing of the first Annual General Meeting after their
election.
Election of the Board of Directors and fees for Board
members
The number of Board members was set at six.
The AGM unanimously re-elected Board members Anders Å Karlsson,
Nils Lampi, Mirel Leino-Haltia, Christoffer Taxell, Ulrika Valassi
and Anders Wiklöf.
The term of office of Board members covers the period until the
end of the next AGM.
At the statutory meeting of the Board the same day, Nils Lampi
was elected as Chairman and Christoffer Taxell as Deputy Chairman
of the Board.
The Chairman will be paid an annual fee of EUR 35,000 and the
Deputy Chairman will be paid an annual fee of EUR 30,000.
Other Board members will each receive an annual fee of EUR
28,000.
In addition, a fee will be paid for each Board and committee
meeting attended.
For Board meetings, the Chairman will be paid a fee of EUR 1,000
per meeting and each other member EUR 750 per meeting. For
committee meetings, each Board member belonging to the committee
will be paid a fee of EUR 750 per meeting and each Board member who
is a committee chairman will be paid a fee of EUR 1,000 per
meeting. In addition, 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.
Election of auditors and fees for auditors
The AGM elected Henry Maarala, Authorised Public Accountant
(KHT), Sandra Eriksson, Authorised Public Accountant (KHT), and
Jessica Björkgren, Authorised Public Accountant (KHT), as auditors.
The term of office of the auditors 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 AGM also decided to appoint the authorised accounting firm
of KPMG Oy Ab, with Henry Maarala (KHT) as auditor in charge, 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.
The AGM approved the payment of the auditors’ fees as
invoiced.
The Board of Directors
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