Investors

Practical instructions relating to the Annual General Meeting of United Bankers Plc

 

The Annual General Meeting of United Bankers Plc will be held on Tuesday, 31 March 2020 at 1 p.m. in Helsinki at the company's headquarters, address Aleksanterinkatu 21 A, 4th floor. In deviation from the time specified in the notice of the Annual General Meeting of 9 March 2020, the reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 12:30 p.m. instead of 12:00 noon.

The coronavirus epidemic and measures aimed at preventing infections will result in changes in the Annual General Meeting arrangements of United Bankers Plc as the company wants to put the health of shareholders and the company’s representatives first.

 

Annual General Meeting via video stream

 

The company urges shareholders to seriously consider not participating in the meeting and following the meeting via video stream. In order to follow the video stream, the shareholder should be registered to the Annual General Meeting according to the notice of the Annual General Meeting.

 

It is not possible to present questions or vote via a video link. A shareholder who will not participate in the Annual General Meeting personally, should authorize an attorney to exercise their right to speak and vote at the meeting. If they wish, shareholders can authorise Legal Counsel of United Bankers to represent them at the Annual General Meeting. The attorney may exercise their right to speak and vote at the meeting. To ensure that resolutions can be made at the meeting, the company has received a statement from the biggest shareholders that they support the Board proposals presented in the Notice of General Meeting.

 

The right to participate in the Annual General Meeting via video stream is for shareholders who would have the right to participate in the Annual General Meeting and who are thus registered in the shareholder list of United Bankers maintained by Euroclear Finland Ltd on 19 March 2020.

 

An invitation link to establish a video stream has been sent to shareholders who have been registered to the Annual General Meeting.

 

Powered attorney

 

The shareholders can use their right to speak without physically attending the Annual General Meeting by authorizing an attorney to represent him or herself in the meeting.

 

Shareholders can send questions to the Management team and the Board of Directors of United Bankers Plc about the circumstances which might affect the evaluation of the subject under consideration in the meeting to the address legal@unitedbankers.fi by 26 of March, 2020 at 4.00 p.m. EET. The questions will be answered in the Annual General Meeting or after the Annual General Meeting on these webpages according to the Companies Act.

Power of attorney template and the instructions to vote

 

Cancellation of attendance

 

If you have registered for the Annual General Meeting and want to cancel your attendance, please report this as soon as possible, but no later than 26 March:

 

  • by e-mail: ir@unitedbankers.fi or
  • by telephone: +358 (0)9 25 380 348, Mon–Fri from 9 a.m. to 4 p.m.

 

Changes in the arrangements of the Annual General Meeting

 

At the Annual General Meeting to be held on Tuesday 31 March 2020 at 1 p.m.:

 

  • all presentations and talks, including the CEO’s review, will be concise
  • attendance of the Board of Directors and Management Team in the meeting will be limited to the minimum
  • the new proposed member of the Board of Directors (Eero Suomela) will be introduced via video link
  • there will not be any catering
  • no materials will be distributed
  • space will be left between the meeting room seats and hand sanitiser will be available.

Competence of the Shareholders’ Meeting

 

The Shareholders’ Meeting is the highest decision-making body of United Bankers Plc, in which the shareholders exercise their decision-making power in matters concerning the company. The Shareholders’ Meeting discusses matters prescribed by the Limited Liability Companies Act and the Articles of Association, such as the approval of the financial statements, the decision on dividend distribution and the amendment of the Articles of Association, elects the Board of Directors and auditors, and decides on the remuneration to be paid to them. A regular Shareholders’ Meeting, called the Annual General Meeting, is held once a year and an extraordinary Shareholders’ Meeting is convened if necessary.

 

A shareholder who is entered in UB’s Shareholder Register on the record date of the Shareholders’ Meeting shall have the right to participate in the Shareholders’ Meeting and exercise voting rights. Shareholders may exercise their rights at the Shareholders’ Meeting either in person or through their authorised representative. According to the Articles of Association, the company has two series of shares, A and B, with each Series A share entitling its holder to ten (10) votes, and each Series B share to one (1) vote at the Shareholders’ Meeting. When distributing the company’s funds, the rights of all the company’s shares are equal.

 

In accordance with the Limited Liability Companies Act, most of the decisions of the Shareholders’ Meeting require a simple majority of the votes cast at the meeting. Certain matters to be discussed at the Shareholders’ Meeting, such as directed share issues, require a two-thirds majority of the votes cast and shares represented at the meeting. The candidate with the highest number of votes in the election will be elected unless it is decided before the election that more than half of the total number of votes cast will be required for a candidate to be elected.

Notice of the Shareholders’ Meeting and meeting materials

 

United Bankers delivers a notice of the Shareholders’ Meeting to the shareholders not earlier than two (2) months and not later than three (3) weeks prior to the meeting, but at least nine (9) days before the record date of the Shareholders’ Meeting. The notice of the Shareholders’ Meeting shall include a proposal for the agenda of the meeting, and sufficient information shall be made available to the shareholders on the matters to be dealt with.

 

The company will post the following meeting materials on its website no later than three (3) weeks prior to the Shareholders’ Meeting:


Notice of the Shareholders’ Meeting

• Resolutions of the Board of Directors to the Shareholders’ Meeting
• Documents to be submitted to the Shareholders’ Meeting
• The financial statements, annual report and auditor’s report, provided that the Shareholders’ Meeting will discuss the financial statements.

 

If the decision to be taken relates to a share issue, stock options or other special rights entitling to shares, an increase in the share capital from the reserve fund, payment of dividends, distribution of the unrestricted equity fund, reduction of share capital, acquisition or disposal of own shares or liquidation of United Bankers, and the Shareholders’ Meeting will not discuss the financial statements, then the following information shall also be made available on the website at least one (1) week before the meeting:

 

The latest financial statements, annual report and auditor’s report;

 

• Any decisions on the distribution of funds made after the end of the last financial year;
• Any half-year financial reports prepared after the end of the last financial year; and
• Report of the Board of Directors on events that materially affect the company’s position after the preparation of the financial statements or the half-year financial report.

 

Pursuant to the Limited Liability Companies Act, a shareholder has the right to be heard by the Shareholders’ Meeting in a matter that under the Limited Liability Companies Act must be discussed at the Shareholders’ Meeting, if he or she makes a written request to that effect with the Board in good time so that the matter can be included in the notice of the Shareholders’ Meeting. The company must indicate in good time on its website the date by which the shareholder must inform the Board of Directors of the matter that he or she wishes to be discussed at the regular Shareholders’ Meeting. Such a claim is always considered to have arrived on time if the Board of Directors has been informed about it at the latest four (4) weeks before the notice of the Shareholders’ Meeting is sent out.

 

Minutes of the Shareholders’ Meeting

 

United Bankers shall make available on its website the minutes of the Shareholders’ Meeting with the voting results and the annexes to the minutes which are part of the decision of the Shareholders’ Meeting within two (2) weeks of the meeting. The materials will be available for at least three (3) months from the Shareholders’ Meeting.