Board of Directors' proposals to Aktia Bank Plc’s Annual General
Meeting 2024
Aktia Bank
Plc
Stock Exchange Release
28 February 2024 at 5.00 p.m.
Board of Directors' proposals to Aktia
Bank Plc’s Annual General Meeting 2024
The Board of Directors of Aktia Bank Plc
(hereinafter "Aktia" or "company") has decided that the Annual
General Meeting will be held on 3 April 2024 at 4.00 p.m. at
Pikku-Finlandia, Karamzininranta 4 in Helsinki.
The company will publish the invitation to the
Annual General Meeting separately later. The invitation will
contain more detailed information on registration and attendance at
the General Meeting.
In addition to the proposals set forth by the
Board of Directors below, the proposals of the Shareholders'
Nomination Board for the Annual General Meeting 2024 concerning the
number of members and election of the Board of Directors and the
remuneration of the Board of Directors have been published in a
separate Stock Exchange Release on 31 January 2024.
Adoption of the financial statements and
the consolidated financial statements
The Board of Directors proposes that the Annual
General Meeting will decide on confirming the financial statements.
The company’s auditor has recommended confirming the financial
statements.
Resolution on the use of the profit
shown in the balance sheet and the payment of dividend
The Board of Directors proposes that a dividend
of EUR 0.70 per share shall be paid for the financial year
2023.
Shareholders registered in the register of
shareholders of the company maintained by Euroclear Finland Ltd on
the record date for the dividend payment 5 April 2024 are entitled
to the dividend. The Board of Directors proposes that the dividend
shall be paid out on 12 April 2024 in accordance with the rules of
Euroclear Finland Ltd.
Aktia Bank Plc's Remuneration Report for
2023
The Board of Directors proposes to the Annual
General Meeting that the Remuneration Report for the company’s
governing bodies be confirmed. The Remuneration Report is expected
to be published on or about 13 March 2024.
Remuneration Policy of Aktia Bank Plc's
governing bodies
The Board of Directors proposes to the Annual
General Meeting that the Remuneration Policy of the governing
bodies be confirmed. The Remuneration Policy is expected to be
published on or about 13 March 2024.
Resolution on the auditor's and
sustainability auditor's remuneration
The Board of Directors proposes, based on the
recommendation of the Board of Directors' Audit Committee, that
remuneration shall be paid to the auditor against the auditor’s
reasonable invoice. The Board of Directors also proposes that
remuneration shall be paid to the sustainability auditor against a
reasonable invoice for measures related to the review of
sustainability reporting.
Determination of the number of auditors
and sustainability auditors
The Board of Directors proposes, based on the
recommendation of the Board of Directors' Audit Committee, that the
number of auditors and sustainability auditors shall be one
(1).
Election of the auditor and the
sustainability auditor
The Board of Directors proposes, based on the
recommendation of the Board of Directors’ Audit Committee, that
KPMG Oy Ab, a firm of authorised public accountants, shall be
elected as auditor, with Marcus Tötterman, M.Sc. (Econ.), APA, as
auditor-in-charge. The Board of Directors also proposes, based on
the recommendation of the Board of Directors’ Audit Committee, that
KPMG Oy Ab, an Authorised Sustainability Audit Firm, shall be
elected as sustainability auditor, with Marcus Tötterman, M.Sc.
(Econ.), Authorised Sustainability Auditor (ASA), as sustainability
auditor-in-charge. The auditor and the sustainability auditor shall
be elected for a term of office beginning when the Annual General
Meeting 2024 is closed and continuing up until the Annual General
Meeting 2025 has ended.
Authorising the Board of Directors to
decide on issue of shares or special rights entitling to shares
referred to in Chapter 10 of the Companies Act in one or several
tranches
The Board of Directors proposes that the General
Meeting authorises the Board of Directors to issue shares, or
special rights entitling to shares referred to in Chapter 10 of the
Companies Act, as follows:
A maximum amount of 7,279,000 shares can be
issued based on this authorisation, which corresponds to
approximately 10% of all shares in the company.
The Board of Directors is authorised to decide
on all terms for issues of shares and of special rights entitling
to shares. The authorisation concerns the issuance of new shares.
Issues of shares or of special rights entitling to shares can be
carried out in deviation from the shareholders' pre-emptive
subscription right to the company’s shares (directed share
issue).
The Board of Directors has the right to use this
authorisation, among other things, to strengthen the company's
capital base, for the company's share-based incentive scheme,
acquisitions and/or other corporate transactions.
The authorisation is effective for 18 months
from the resolution by the General Meeting and revokes the issue
authorisation given by the Annual General Meeting on 5 April
2023.
Authorising the Board of Directors to
decide on acquisition of own shares
The Board of Directors proposes that the General
Meeting authorises the Board of Directors to decide on the
acquisition of 500,000 shares at a maximum, corresponding to
approximately 0.7% of the total number of shares in the
company.
The company's own shares may be acquired in one
or several tranches using the unrestricted equity of the
company.
The company's own shares may be acquired at a
price formed in public trading on the date of the acquisition, or
at a price otherwise prevailing on the market. The company's own
shares may be acquired in a proportion other than that of the
shares held by the shareholders (directed acquisition).
The company's own shares may be acquired to be
used in the company's share-based incentive schemes and/or for the
remuneration of the members of the Board of Directors, for further
transfer, retention, or cancellation.
The Board of Directors is authorised to decide
on all additional terms concerning the acquisition of the company's
own shares.
The authorisation is effective for 18 months
from the resolution by the General Meeting and revokes the
authorisation to purchase the company's own shares given by the
Annual General Meeting on 5 April 2023.
Authorising the Board of Directors to
decide to divest the company’s own shares
The Board of Directors proposes that the General
Meeting authorises the Board of Directors to decide on divesting
own shares held by the company, as follows.
Based on the authorisation, a maximum of 500,000
shares may be divested.
Board of Directors is authorised to decide on
all additional terms concerning the divestment of the company's own
shares. The divestment of the company's own shares can be carried
out in deviation from the shareholders’ pre-emptive subscription
rights to shares in the company (directed share issue), e.g., for
implementing the company's incentive programs and for remuneration,
including divesting the company's own shares to board members for
payment of board remuneration.
The authorisation is effective for 18 months
from the resolution by the General Meeting and revokes the
authorisation to divest the company's own shares given by the
Annual General Meeting on 5 April 2023.
Aktia Bank Plc
Further information:
Mia Smeds, Director of Communications at Aktia,
tel. 044 546 0379, mia.smeds(at)aktia.fi
Distribution:
Nasdaq Helsinki Ltd
Mass media
www.aktia.com
Aktia is a Finnish asset manager, bank and
life insurer that has been creating wealth and wellbeing from one
generation to the next for 200 years. We serve our customers in
digital channels everywhere and face-to-face in our offices in
Helsinki, Turku, Tampere, Vaasa and Oulu regions. Our award-winning
asset management business sells investment funds internationally.
We employ approximately 860 people around Finland. Aktia's assets
under management (AuM) on 31 December 2023 amounted to EUR 13.7
billion, and the balance sheet total was EUR 12.0 billion. Aktia's
shares are listed on Nasdaq Helsinki Ltd (AKTIA).
aktia.com.
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