Annual General Meeting 2018
The Ordinary Annual General Meeting 2018 was held 10/04/2018 at 4 pm at Pörssitalo, address Fabianinkatu 14, Helsinki.
Decisions of Aktia Bank plc's Annual General Meeting 2018
Minutes (in Swedish)
The Annual General Meeting of Aktia Bank Plc has today adopted the financial statements of the parent company and the consolidated financial statements and discharged the previous members of the Board of Supervisors, the members of the Board of Directors, the Managing Directors and their deputies from liability.
Payment of dividend
In accordance with the proposal by the Board of Directors, the Annual General Meeting decided to distribute a dividend of EUR 0.57 per share, totalling approximately EUR 37.8 million for the accounting period 1 January – 31 December 2017. The record date for the dividend will be 12 April 2018 and the day for paying out the dividend 27 April 2018.
Board of Directors and remuneration for the members of the Board
The Annual General Meeting confirmed the number of board members as seven.
Christina Dahlblom, Stefan Damlin, Catharina Stackelberg-Hammarén, Lasse Svens and Arja Talma were re-elected as Board members. As new members of the Board of Directors were elected MBA Maria Jerhamre Engström and M. Sc. (Econ.) Johannes Schulman. All board members were elected for a term of office continuing up until the end of the next Annual General Meeting.
The annual remuneration for the board members remained unchanged and was confirmed as EUR 61,200 for the chair, EUR 34,650 for deputy chairs and EUR 27,140 for members. 40% of the annual remuneration shall be paid in the form of Aktia shares. The remuneration for attended meetings also remained unchanged and was established as EUR 500 per attended meeting. However, the chair of the Board of Directors' Committees receives a remuneration of EUR 1,000 per committee meeting where they act as chairman. Compensation for travel and accommodation expenses as well as a daily allowance is proposed to be paid in line with the Finnish Tax Administration's guidelines.
The Annual General Meeting determined that the number of auditors shall be one, and re-elected APA firm KPMG Oy Ab as auditor. Remuneration to the auditor shall be paid against the auditor's reasonable invoice.
Combination of series A shares and series R shares, directed issue of shares without payment and amendment of the Articles of Association
The Annual General Meeting adopted the proposals by the Board of Directors concerning the combination of the company's two share series A and R, without increasing the share capital, so that after the combination the company only has one single share series that is subject to public trading and whose shares entitle to one (1) vote per share and have equal rights in all other respects. The Annual General Meeting also adopted the amendment of § 3 of the Articles of Association and the directed issue of shares without payment to the owners of R-shares related to the combination of the share series. In the directed issue of shares without payment, a maximum of 2,384,650 new shares are issued to the holders of series R shares in deviation from the pre-emptive rights of the shareholders, in such a way that the holders of series R shares will receive three (3) new shares without payment for every twenty-five (25) series R shares held on the same book-entry account. R-shares held by the company do not entitle to shares in the directed issue of shares without payment. The combination of the share series, the amendment of the Articles of Association and the new shares will be registered in the Trade Register on or about 12 April 2018. The record date for the combination of share series is 12 April 2018 and trading with the company's only share series and the new shares is expected to commence on or about 13 April 2018 under ISIN code FI4000058870 and the new trading code AKTIA. The combination of share series will not require any actions from the shareholders.
The shares that have been issued in the directed issue of shares without payment are distributed amongst the holders of series R shares in proportion to their ownership and recorded directly on the respective shareholder's book-entry account on the basis of information on the record date. The new shares will carry full shareholder rights as of the moment they are registered, but will not entitle their holders to the above-mentioned payment of dividend. If the number of series R shares held by a holder of series R shares is not divisible by twenty-five (25), the shares created by combining the resulting fractional shares will be sold by Aktia Bank on behalf of such holders of series R shares who hold an amount of series R shares that is not divisible by twenty-five (25). The shares will be sold on or about 13 April 2018 in public trading arranged by Nasdaq Helsinki Oy and the price is determined in accordance with the prevailing trading price. Aktia Bank will declare the funds from the sales of these shares approximately on 17 April 2018 and the funds will be deposited in the cash accounts connected with the book-entry accounts of the shareholders approximately on 18 April 2018.
Authorisations of the Board of Directors
The AGM adopted the proposal of the Board of Directors regarding resolution for share issue authorisation, authorisation to acquire the company's own shares for use in the company's share based scheme and/or the remuneration of members of the company's Board of Directors and authorisation to divest the company's own shares.