In order to restrict the spread of the Covid-19 epidemic, the Board of Directors of Fellow Finance Plc ("Fellow Finance" or the "Company") has resolved on exceptional measures relating to the Extraordinary General Meeting ("EGM") pursuant to the temporary legislation (375/2021) that entered into force on 8 May 2021. The EGM is organized so that shareholders or their proxy representatives may not participate in the EGM in person at the meeting venue. The Company’s shareholders and their proxy representatives may participate in the EGM and exercise their shareholder rights only by voting and asking questions in advance.
The EGM will be held on Wednesday 22 December 2021, commencing at 1.00 pm. (Finnish time) at the premises of Krogerus Attorneys Ltd at Fabianinkatu 9, 00130 Helsinki, Finland. Registration for the EGM and advance voting will begin on 1 December 2021 at 12:00 pm and end on 16 December 2021 at 4:00 pm.
Minutes of the EGM
Merger and Listing Prospectus
Supplement to the Merger and Listing Prospectus 28.12.2021
Supplement to the Merger and Listing Prospectus 28.2.2022
Supplement to the Merger and Listing Prospectus 18.3.2022
Supplement to the Merger and Listing Prospectus 25.3.2022
Resolutions of the EGM of Evli Bank
Advance Voting Form
Redemption Request Regarding Shares in Fellow Finance
Invitation to the EGM of Fellow Finance Plc
Proposals of the Board of Directors of Fellow Finance Plc to the EGM
Fellow Finance - Auditor's Statement
Notification of Events with an Essential Effect on Fellow Finance Plc
Events with an Essential Effect on Fellow Finance Plc Occurred After the Half Year Review 2021
Fellow Finance plc's Minutes of the Annual General Meeting 2021
Fellow Finance Plc's Half Year Review 2021
Fellow Finance Plc's Annual Report 2020
Fellow Finance Plc's Annual Report 2019
Fellow Finance Plc's Financial Statements 2018
Fellow Finance Plc's Financial Statements IFRS 2020
Fellow Finance Plc's Half Year Review IFRS 2021
Evli Bank Plc - Auditor's Statement
Evli Bank Plc - Decisions Regarding Distribution of Funds
Events with an Essential Effect on Evli Bank Plc Occurred After the Financial Statements or Interim Report
Evli Bank Plc's Interm Report 1-3/2021
Evli Bank Plc's Interm Report 1-9/2021
Evli Bank Plc's Half Year Report 2021
Evli Bank Plc's Annual Report 2018
Evli Bank Plc's Annual Report 2019
Evli Bank Plc's Annual Report 2020
In order to prevent the spread of the COVID-19 pandemic, the EGM will be organised so that the shareholders, or their proxy representatives, are not allowed to be present at the meeting venue. Shareholders and their proxy representatives cannot participate in the meeting through real-time telecommunications or technical means either. Shareholders and their proxy representatives can participate in the meeting and use shareholder rights only by voting in advance and by asking questions in advance in accordance with the instructions below.
Each shareholder registered on the record date of the EGM, i.e., on 10 December 2021, in the shareholders' register of the Company has the right to participate in the EGM. Each shareholder whose shares are registered on the shareholder's personal book-entry account is registered in the shareholders’ register of the Company.
Holders of nominee-registered shares have the right to participate in the EGM by virtue of shares based on which they would on the record date i.e., on 10 December 2021, be entitled to be registered in the shareholders’ register held by Euroclear Finland Oy. The right to participate in the EGM requires, in addition, that the shareholder, on the basis of such shares, has been registered in the temporary shareholders’ register held by Euroclear Finland Oy, at the latest on 17 December 2021 by 10.00 a.m. (Finnish time). As regards nominee-registered shares, this constitutes due registration for the EGM. Changes in holdings of shares after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting.
Holders of nominee-registered shares are advised to request, without delay, the necessary instructions regarding registration in the shareholders' register of the Company and registration for the the EGM from their custodian bank. The account management organisation of the custodian bank shall register the holders of nominee registered shares into the temporary shareholders’ register of the Company at the latest on the deadline stated above, and to see the advance voting on behalf of the holder of nominee registered shares.
Shareholders may participate in the EGM through a proxy representative. Proxy representatives shall also vote in advance in the manner described above. Proxy representatives shall provide a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the Extraordinary General Meeting. When a shareholder participates in the Extraordinary General Meeting by means of several proxy representatives representing the shareholder with shares held on different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Extraordinary General Meeting.
Registration for the meeting and advance voting shall begin on 1 December 2021 at 12.00 p.m. (Finnish time). Shareholders registered in the shareholders' register of the Company, who wishes to participate in the Extraordinary General Meeting by voting in advance, must register for the meeting and vote in advance no later than by 16 December 2021 at 4.00 p.m. (Finnish time), by which time the registration and votes must be received.
In connection with registering for the meeting, certain personal details requested must be provided, such as the name, personal identification number or business ID, address and telephone number of the shareholder. Personal information given by the shareholders to Euroclear Finland Oy or to the Company will be used solely in the context of the Extraordinary General Meeting and the processing of related registrations.
Shareholders who have a Finnish book-entry account may register and vote in advance on certain items on the agenda of the Extraordinary General Meeting from 1 December 2021 at 12.00 p.m. (Finnish time) until 16 December 2021 at 4.00 p.m. (Finnish time) by the following means:
1. On the Company's website
Voting takes place at https://www.fellowfinance.com/egm2021. The book-entry account number of the shareholder is needed for voting in advance electronically. Other instructions relating to advance voting are available on this website.
2. By mail or email
Shareholder may send the advance voting form available on the Company's website or corresponding information to Euroclear Finland Oy by mail to Euroclear Finland Oy, Extraordinary General Meeting / Fellow Finance Plc, PL 1110, 00101 Helsinki, Finland or by email at firstname.lastname@example.org.
If the shareholder participates in the meeting by sending the votes in advance to Euroclear Finland Oy, the delivery of the votes before the deadline for registering and advance voting constitutes registration for the Extraordinary General Meeting, as long as the information required for registering for the meeting as described above is also provided therein.
Shareholders have until 9 December 2021 the right to ask questions pursuant to Chapter 5, Section 25 of the Finnish Companies Act with respect to the matters to be considered at the meeting by sending their questions by email to email@example.com. Such questions from shareholders and the Company’s management’s answers to them will be made available on this website no later than by 13 December 2021. In order to ask questions, shareholders are required to provide adequate evidence of their shareholding.
A shareholder of the merging company (here Fellow Finance Plc) has a statutory right to require at the extraordinary general meeting of Fellow Finance Plc on 22 December 2021 ("General Meeting") resolving on the merger between Fellow Finance Plc and Evli Bank Plc that all of the shareholder's shares be redeemed. Such a request shall be made before the decision on the merger is made.
Redemption proceedings are in outline as follows:
1. Shareholders wishing to have their shares redeemed must have their shares entered into a Finnish book-entry account by the record date of Fellow Finance Plc's General Meeting, i.e. 10 December 2021. Holders of nominee-registered shares have the right require the redemption by virtue of such shares, based on which they would be entitled to be registered in the shareholders' register held by Euroclear Finland Oy on 10 December 2021. Only shares held on the record date of the General Meeting and on the date of the General Meeting can be redeemed.
2. In order to have their shares redeemed, shareholders must register for the General Meeting, request for redemption and vote against the merger decision in advance.
3. The fair price of the share at the time preceding the merger decision shall serve as the redemption price.
4. Shareholders who have requested redemption of their shares and voted against the merger, must request the Redemption Board of the Finland Chamber of Commerce to initiate arbitral proceedings regarding the redemption of their shares in Fellow Finance Plc no later than one month after the General Meeting. The costs of such proceedings are paid by Evli Bank Plc.
5. Once the proceedings have been initiated, the shareholder shall only have a right to the redemption price. If it is later determined in the redemption proceedings that the shareholder has no right of redemption, the shareholder shall have a right to the merger consideration in accordance with the merger plan. If the merger lapses, also the redemption proceedings shall lapse.
6. The redemption price (together with interest) will not be paid until the completion of the merger which is estimated to take place on 2 April 2022, and will be subject to the fulfilment of the preconditions pursuant to the Finnish Companies Act and the conditions for executing the merger set forth in the merger plan.
Shareholders who no longer wish to hold shares in Fellow Finance Plc or to receive Evli Bank Plc's shares as merger consideration, can always sell their shares on Nasdaq Helsinki.