ALISA BANK PLC STOCK EXCHANGE RELEASE 20.3.2024 AT 13.25 EET
Alisa Bank Plc's Annual General Meeting held on 20 march 2024 confirmed the
financial statements and granted the members of the Board of Directors, the CEO
and the Deputy CEO a discharge from liability for the financial year 2023.
The Annual General Meeting decided, in accordance with the Board's proposal,
that no dividend will be paid for the financial year 2023.
The Annual General Meeting approved the remuneration report of the company's
bodies for 2023.
The Board of Directors and the Auditor
A total of six (6) members were confirmed as the number of members of the Board
of Directors. Sami Honkonen, Lea Keinänen, Johanna Lamminen, Jorma Pirinen,
Markku Pohjola and Tero Weckroth were re-elected as members of the Board. The
term of office of the Board Members shall expire at the close of the Annual
General Meeting that follows their election.
Markku Pohjola was elected Chairman of the Board and Johanna Lamminen was
elected Deputy Chairman.
The auditing firm KPMG Oy Ab was chosen as the Auditor, with APA Tiia Kataja as
the principal auditor. The auditor is paid according to a reasonable invoice
approved by the company.
Remuneration for the Members of the Board
Regarding the remuneration of the Board, the General Meeting decided that the
fixed monthly fee of the Board Members is determined as an annual remuneration
and paid once a year: EUR 60,000 for the Chairman of the Board, EUR 48,000 for
the Committee Chairs and EUR 38,400 for each other Board Member.
Approximately 40 percent of the annual fees will be paid in Alisa Bank Plc
shares purchased from the market on behalf of the Board Members, or
alternatively by handing over the company's own shares or issuing new shares.
When transferring the company's own shares or issuing new shares, the share
conversion rate is the weighted average price of the company's share exchange in
Nasdaq Helsinki Oy for the period of five trading days after the publication of
the company's half-year report 2024. The company is responsible for the costs
and possible transfer tax arising from the acquisition, transfer or giving of
the shares. The rest of the annual fee is paid in cash, which covers the taxes
arising from the fee.
The shares will be acquired directly on behalf of the Board Members within two
weeks after the company's 2024 half-year report is announced. The transfer of
the company's own shares or the issuance of new shares takes place as soon as
possible after the reward has been converted into shares. If the acquisition,
transfer or giving of the shares cannot be carried out at the aforementioned
time due to legal or other regulatory restrictions or for another reason related
to the company or the Board Member, the shares will be acquired, transferred or
given later or the annual remuneration will be paid in full in cash.
Authorisation of the Board of Directors to decide on acquisition of own shares
It was resolved, in accordance with the proposal of the Board of Directors, that
the Board of Directors is authorised to decide on the acquisition of a maximum
of 4 416 609 own shares in one or more installments with the company's free
equity capital. The number of shares corresponds to approximately 5 percent of
the Company's shares. The shares are acquired in a public trading organized by
Nasdaq Helsinki Oy, other than in proportion to the shareholders' holdings, at
the market price at the time of acquisition. The authorisation is valid until
the end of the next Annual General Meeting, but no later than 30 June 2025. The
authorisation can be used, for example, to implement possible business
acquisitions and incentive systems for key personnel or for other purposes
decided by the Board. The shares acquired on the basis of the authorisation can
otherwise be further transferred, kept by the company or cancelled. The Board
can decide on all other conditions for acquiring own shares. The company's
previous authorisation for the purchase of its own shares expired at the Annual
General Meeting on 20 March 2024.
Authorisation of the Board to decide on issuing shares and option rights and
other special rights entitling to shares
It was resolved, in accordance with the proposal of the Board of Directors, that
the Board of Directors is authorised to decide on the issue of shares and the
issue of special rights entitling to shares referred to in Chapter 10, Section 1
of the Limited Liability Companies Act in one or more installments, either
against payment or without payment. The number of shares to be issued, including
shares obtained based on special rights, can be a maximum of 4 416 609 shares in
total. The Board can decide to issue either new shares or transfer any of its
own shares that may be in the company's possession.
The maximum amount of authorization corresponds to about 5 % of all the
company's shares, based on the situation on the day of the meeting notice. The
authorisation entitles the Board to decide on all conditions for issuing shares
and granting special rights entitling to shares, including the right to deviate
from the shareholders' preemptive right. The authorisation is to be used, for
example, to pay the purchase prices of business transactions, to pay the
incentive fee according to the incentive system for key personnel, or for other
purposes decided by the Board. The authorisation also includes the right to
decide whether the subscription price of the share will be fully or partially
entered into the invested unrestricted equity fund or as a share capital
increase. The authorisation is to be valid until the end of the next Annual
General Meeting, but no later than 30 June 2025. The previous authorisation of
the Board ended with the Annual General Meeting on 20 March 2024.
Further information
Teemu Nyholm, CEO, Alisa Bank Plc, teemu.nyholm@alisapankki.fi, tel. +358 50 577
1028
Alisa Bank in brief
Alisa Bank Plc is a Finnish digital bank that helps both personal and business
customers (business loan (https://www.alisapankki.fi/yritysasiakas/yrityslaina))
to manage their day-to-day finances in a flexible and straightforward manner.
For savers, we offer an attractive interest rate on deposits. Alisa Bank Plc is
regulated by the Financial Supervisory Authority of Finland and listed on Nasdaq
Helsinki's main list (ALISA). www.alisabank.com