Bank of Åland
Notice to general meeting
Bank of Åland Plc: Notice to convene the Annual General Meeting
Mariehamn, 2017-03-09 16:00 CET (GLOBE NEWSWIRE) --
Bank of Åland Plc
Notice to general meeting
March 9, 2017, 5. p.m.
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 on Thursday, April 6, 2017 at the Alandica Kultur & Kongress
auditorium, Strandgatan 29, 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
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 2016
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 0.60 per share shall be
paid for the accounting period January 1 – December 31, 2016, that the record
date for dividend payment shall be Monday, April 10, 2017 and that the payment
date shall be Wednesday, April 19, 2017.
9. Decision on granting discharge from liability to the members of the Board of
Directors and the Managing Director
10. Decision on the number of members on the Board of Directors
It is proposed that the number of Board members shall be unchanged, that is,
eight Board members.
11. Decision on fees for the members of the Board
The Board of Directors proposes an annual fee for its Chairman (EUR 30,000),
the Deputy Chairman (EUR 28,000) and each other Board member (EUR 26,000). The
Board also proposes an unchanged fee per meeting attended for the Chairman (EUR
1,000) and for each other Board member (EUR 750). Committee fees shall be at
the same level.
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.
12. Election of Board members
The Nomination Committee proposes the re-election of Board members Anders Å
Karlsson, Nils Lampi, Göran Persson, Christoffer Taxell, Ulrika Valassi, Anders
Wiklöf and Dan-Erik Woivalin for a term of office that will run until the end
of the next Annual General Meeting.
All the persons proposed have agreed to being elected.
13. Decision on the auditors’ fees
The Board of Directors proposes that the auditors’ fees be paid as invoiced.
14. Decision on the number of auditors
The Board of Directors proposes that the number of auditors shall be unchanged,
that is, three auditors and one deputy auditor.
15. Election of auditors
The Board of Directors proposes the re-election of Marcus Tötterman and Mari
Suomela, Authorised Public Accountants (KHT), as auditors for a term of office
that shall run until the end of the next Annual General Meeting.
The Board proposes the election of Jessica Björkman, Authorised Public
Accountant (KHT), as a new auditor for a term of office that shall run until
the end of the next Annual General Meeting.
The Board further proposes the re-election of KPMG Oy Ab as deputy auditor for
a term of office that shall run until the end of the next Annual General
Meeting.
16. 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 and Finnish.
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 18, 2017 in Swedish.
C. Instruction for participants in the Annual General Meeting
1. Right to participate and registration
Shareholders who were listed on March 27, 2017 (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 4.00
p.m. on Monday, April 3, 2017.
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 291228 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 Annual
General Meeting 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. Authorised representatives and powers of attorney
Shareholders may participate in the Annual General Meeting 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.
3. 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 27, 2017
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
April 3, 2017 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.
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.
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 8,851,210 Series B shares, which represent
8,851,210 votes, or 15,327,348 shares and 138,373,970 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, March 9, 2017
Board of Directors
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