Aktia Bank Plc
Stock Exchange Release
13 April 2021 at 6.45 p.m.
Decisions of Aktia Bank Plc's Annual General Meeting and Organisational meeting of the Board of Directors
The Annual General Meeting of Aktia Bank Plc was held today, 13 April 2021 in Helsinki. In order to limit the spread of the Covid-19 pandemic, the Annual General Meeting was held without possibility to participate the meeting at the meeting venue. The shareholders and their proxy representatives were able to participate in the meeting and exercise their shareholder rights only by voting in advance and by submitting counterproposals and questions in advance.
The Annual General Meeting supported all the proposals presented to the meeting and approved the remuneration report. The Annual General Meeting adopted the financial statements of the parent company and the consolidated financial statements and discharged the members of the Board of Directors, the CEO and his deputy from liability for the accounting period 1 January – 31 December 2020.
Authorisation concerning the dividend payment
In accordance with the proposal by the Board of Directors, the Annual General Meeting decided, taking into account the recommendations issued by the authorities’, to authorise the Board to at a later date decide on the payment of a maximum dividend of 0.43 euro per share for the accounting period 1 January – 31 December 2020 with a payment at one or more occasions. The authorisation is in force until the Annual General Meeting 2022. The Board was authorised to decide on the record date and the date of payment of a possible dividend. Aktia will notify of the decisions separately.
Board of Directors
The Annual General Meeting confirmed the number of board members as eight.
Johan Hammarén, Maria Jerhamre Engström, Harri Lauslahti, Olli-Petteri Lehtinen, Johannes Schulman, Lasse Svens and Arja Talma were re-elected as Board members. Timo Vättö was elected as a new member of the Board of Directors. All board members were elected for a term of office continuing up until the end of the next Annual General Meeting.
In accordance with the proposal by the Board of Directors the Annual General Meeting decided to approve the remuneration report for the governing bodies of Aktia Bank Plc.
The annual remuneration for the Board members was confirmed as EUR 64,300 for the chair, EUR 43,000 for the deputy chair and EUR 35,000 for members. 40% of the annual (gross) remuneration shall be paid in the form of Aktia shares. In addition, the Chairman of each Committee will further receive an annual remuneration of EUR 8,000. The remuneration for attended meetings remained unchanged and was established as EUR 500 per attended meeting. Compensation for travel and accommodation expenses as well as a daily allowance will 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 with Marcus Tötterman, M.Sc. (Econ.), APA, as auditor-in-charge, for a term of office continuing up until the end of the next Annual General Meeting. Remuneration to the auditor shall be paid against the auditor’s reasonable invoice.
Authorisations of the Board of Directors
The Annual General Meeting adopted the proposal of the Board of Directors regarding resolution for share issue authorisation for up to 6,967,000 shares or securities entitling to shares, authorisation to acquire up to 500,000 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 up to 500,000 company's own shares.
Forfeit of the right to the shares in the collective account
The Annual General Meeting adopted the proposal of the Board of Directors regarding the right to a share incorporated in the book-entry system and the rights that the share carries have been forfeited for the shares in Aktia Bank Plc’s collective account. The 47,920 shares now object for forfeiture are shares issued as a buffer in connection with the merger of Veritas Mutual Non-Life Insurance Company to Aktia Plc on 1 January 2009. Based on paid insurance premiums, the owner-customers of Veritas Mutual Non-Life Insurance Company received shares as a merger consideration.
After the Annual General Meeting’s decision, the company holds a total of 226,946 own shares.
Organisational meeting of the Board of Directors
The Board of Directors, which convened after the General Meeting, elected Lasse Svens as chair and Timo Vättö as vice chair.
The Board of Directors has decided on the composition of the Board's Audit Committee, Risk Committee, as well as the Remuneration and Corporate Governance Committee.
The Board of Directors elected Arja Talma as chair and Olli-Petteri Lehtinen and Johannes Schulman as members of the Audit Committee.
Maria Jerhamre Engström was elected as chair and Harri Lauslahti and Olli-Petteri Lehtinen as members of the Risk Committee.
Lasse Svens was elected as chair and Johan Hammarén and Timo Vättö as members of the Remuneration and Corporate Governance Committee.
Aktia Bank Plc
Mikko Ayub, CEO, tel. +358 10 247 5121
Ari Syrjäläinen, General Counsel, tel. +358 50 362 9587
Nasdaq Helsinki Ltd
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 the Helsinki, Turku, Tampere, Vaasa and Oulu regions. Our award-winning asset management business sells investment funds internationally. We employ approximately 930 people around Finland. Aktia's assets under management (AuM) on 31 December 2020 amounted to EUR 10.4 billion, and the balance sheet total was EUR 10.6 billion. Aktia's shares are listed on Nasdaq Helsinki Ltd (AKTIA). aktia.com.