Annual General Meeting 2024

The Annual General Meeting of Evli Plc (“Evli” or the “Company”) will be held on Thursday March 14, 2024, starting at 9:00 am. at the premises of Castrén & Snellman Attorneys Ltd, at the address Eteläesplanadi 14, 6th Floor, 00130 Helsinki, Finland.

The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 8:30 am.

The Company’s shareholders may participate in the General Meeting by voting in advance. Instructions for shareholders are provided in section C of this notice convening the Annual General Meeting.

A. Matters on the agenda of the General Meeting
At the meeting, the following matters will be considered:

1. Opening of the meeting
    
2. Calling the meeting to order
    
3. Election of the person to scrutinize the minutes and to supervise the counting of votes
    
4. Recording the legality of the meeting
    
5. Recording the attendance at the meeting and adoption of the list of votes
    
6. Presentation of the financial statements, the Board of Directors’ report and the auditor’s report for the year 2023
   Presentation of CEO’s report.
    
7. Adoption of the financial statements, which also means the adoption of the consolidated financial statements
    
8. Resolution on the use of the profit shown on the balance sheet and the distribution of funds
   The Board of Directors proposes to the Annual General Meeting that based on the balance sheet to be adopted for financial year 2023, a dividend of a maximum of EUR 1.16 per share be paid from the distributable funds of the Company.
   
   The dividend shall be paid to shareholders who are registered in the shareholders’ register maintained by Euroclear Finland Oy on the dividend record date on March 18, 2024. The Board of Directors proposes that the dividend shall be paid on March 25, 2024.
    
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial period January 1, 2023 to December 31, 2023.
    
10. Remuneration report
    The Board of Directors proposes that the remuneration report for the Company’s governing bodies for 2023 be approved. The resolution is advisory in accordance with the Finnish Companies Act.
     
11. Resolution on the remuneration of the members of the Board of Directors
    Shareholders who represent approximately 80 percent of the voting rights of the shares in the Company propose that the amount of the remuneration payable to the members of the Board, the Chairmen of the Board Committees and the Chairman of the Board would remain unchanged. The amounts payable to members of the Board would be EUR 5,000.00 per month, to the Chairmen of the Board Committees EUR 6,000.00 per month and to the Chairman of the Board of Directors EUR 7,500.00 per month.
     
12. Resolution on the number of members of the Board of Directors
    Shareholders who represent approximately 80 percent of the voting rights of the shares in the Company propose that a total of six (6) members be confirmed as the number of members in the Company’s Board of Directors.
     
13. Election of members of the Board of Directors
    Shareholders who represent approximately 80 percent of the voting rights of the shares in the Company propose that the present members Christina Dahlblom, Fredrik Hacklin, Sari Helander, Robert Ingman, and Antti Kuljukka be re-elected as members of the Board of Directors and that Tomi Närhinen would be elected as a new member. Henrik Andersin has announced that he is no longer available to serve on the Board of Directors of the Company.
    
    All candidates have given their consent to the election. The nominees' information is available on the Company’s website www.evli.com/agm2024.
     
14. Resolution on the remuneration of the auditor
    The Board of Directors proposes to the Annual General Meeting that the auditor’s remuneration be paid according to a reasonable invoice approved by the Company.
     
15. Election of the auditor
    The Board of Directors proposes to the Annual General Meeting that the auditing firm Ernst & Young Oy (EY) be elected as auditor, with Miikka Hietala (APA) as the principally responsible auditor.
     
16. Authorizing the Board of Directors to decide on the acquisition of the Company’s own shares
    The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to decide on the acquisition of the Company's own series A and series B shares in one or more tranches as follows:
    
    The total number of own series A shares to be acquired may be a maximum of 1,442,581 shares, and the total number of own series B shares to be acquired may be a maximum of 1,205,909 shares. The proposed number of shares represents approximately 10 percent of all the shares of the Company on the date of the notice convening the Annual General Meeting.
    
    Based on the authorization, the Company's own shares may only be acquired with unrestricted equity.
    
    The Board of Directors will decide how the Company's own shares will be acquired. Financial instruments such as derivatives may be used in the acquirement. The Company's own shares may be acquired in other proportion than the shareholders' proportional shareholdings (directed acquisition). Shares may be acquired through public trading at the prevailing market price formed for the series B shares in public trading on the Nasdaq Helsinki Oy on the date of acquisition.
    
    The authorization will replace earlier unused authorizations to acquire the Company's own shares. The authorization will be in force until the next Annual General Meeting but no later than until June 30, 2025.
     
17. Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares
    The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to decide on the issuance of shares and special rights entitling to shares pursuant to Chapter 10, section 1, of the Companies Act in one or more tranches, for a fee or free of charge.
    
    Based on the authorization, the number of shares issued or transferred, including shares received based on special rights, may total a maximum of 2,648,490 series B shares. The proposed number of shares represents approximately 10 percent of all the shares of the Company on the date of the notice convening the Annual General Meeting. Of the above-mentioned total number, however, a maximum of 264,849 shares may be used as part of the Company's share-based incentive schemes, representing approximately one percent of all the shares of the Company on the date of the notice convening the Annual General Meeting.
    
    The authorization will entitle the Board of Directors to decide on all the terms and conditions related to the issuing of shares and special rights entitling to shares, including the right to deviate from the shareholders' pre-emptive subscription rights. The Board of Directors may decide to issue either new shares or any own shares in the possession of the Company.
    
    The authorization will replace earlier unused authorizations concerning the issuance of shares as well as the issuance of options and other special rights entitling to shares. The authorization is proposed to be in force until the end of the next Annual General Meeting but no longer than until June 30, 2025.
     
18. Proposal by the Board of Directors to establish a shareholders’ nomination board
    The Board of Directors proposes that the Annual General Meeting would resolve to establish a shareholders’ nomination board, who would be responsible for drafting and presenting proposals covering the remuneration and number of members of the Board of Directors and for presenting candidates for members of the Board of Directors to the Annual General Meeting and to an Extraordinary General Meeting where needed. According to the proposal, the shareholders’ nomination board shall be established indefinitely until a general meeting of shareholders resolves otherwise. The Board of Directors proposes ratifying the attached rules of procedure of the shareholders’ nomination board.
     
19. Closing of the meeting

B. Documents of the General Meeting

The above-mentioned proposals for the decisions on the matters on the agenda of the Annual General Meeting as well as this notice including its appendices, the remuneration report, the financial statements, the Board of Directors’ report and the auditor’s report of Evli Plc will be available on Company’s website www.evli.com/agm2024 no later than three weeks prior to the Annual General Meeting.

Copies of the proposals for decisions, the other above-mentioned documents and of this notice including its appendices will be sent to shareholders upon request.

The minutes of the General Meeting will be available on the above-mentioned website as from March 28, 2024 at the latest.

C. Instructions for the participants in the General Meeting

1. Shareholders recorded in the shareholders’ register
   Each shareholder, who is registered in the shareholders’ register of the Company held by Euroclear Finland Ltd on the record date of the General Meeting, which is March 4, 2024, has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered into the shareholders’ register of the Company.
   
   Registration for the General Meeting will begin on February 16, 2024 at 9:00 am. (EET). A shareholder, who is registered in the shareholders’ register of the Company and who wants to participate in the General Meeting must register for the meeting by March 8, 2024 latest at 4:00 pm. (EET) by which time the registration must be completed.
   
   A shareholder can register for the meeting:
   
   a) on the Company’s website at evli.com/agm2024
   
   The registration requires strong electronic authentication from a shareholder who is a natural person. As a natural person signs into the web service through the Company’s website, he/she is directed to the electronic authentication. Strong electronic authentication can be conducted with online bank IDs or a mobile certificate.
   
   If the shareholder that is a legal person uses the electronic Suomi.fi e-authorization, the registration requires a strong electronic authentication of the authorized person, which works with online bank IDs or a mobile certificate.
   
   b) by regular mail to Innovatics Oy, General Meeting / Evli Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or
   
   c) by e-mail to agm@innovatics.fi
   
   Shareholders registering by telephone or e-mail shall include in the message the registration form available on the company's website www.evli.com/agm2024 as well as the voting form or similar information.
   
   In connection with the prior notice of attendance, a shareholder shall notify his/her name, personal identification number / date of birth or business identity code, address, telephone number, the name of a possible assistant and the name and personal identification number or date of birth of a possible proxy representative. The personal data is used only in connection with the Annual General Meeting and processing of related registrations.
   
   The shareholder, his/her/its representative or proxy representative shall, if necessary, be able to prove their identity and/or right of representation at the meeting venue.
   
   Further information on registration and advance voting is available by telephone during the registration period of the Annual General Meeting by calling Innovatics Oy at 010 2818 909 on weekdays from 9:00 to 12:00 am. and from 1:00 to 4:00 pm. (Finnish time).
    
2. Holders of nominee registered shares
   A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, i.e., on March 4, 2024, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily preregistered in the shareholders’ register held by Euroclear Finland Oy by 10:00 am. (EET) on March 11, 2024 at the latest. As regards nominee registered shares, this constitutes a due registration for the Annual General Meeting.
   
   Holders of nominee registered shares are advised to request without delay necessary instructions from their custodian bank regarding the temporary registration in the shareholders’ register of the Company, the issuing of proxy documents and preregistration for the Annual General Meeting. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wishes to participate in the Annual General Meeting, temporarily in the shareholders’ register of the Company by the time stated above at the latest. Further information is available on the Company’s website www.evli.com/agm2024.
    
3. Proxy representative and powers of attorney
   A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation.
   
   A proxy representative shall present a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. A model proxy and voting instructions are available on the company's website www.evli.com/agm2024. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
   
   The relevant proxy documents shall be delivered to Innovatics Oy preferably as an attachment to the online registration form, or by mail to Innovatics Oy, General Meeting / Evli Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or delivered by e-mail to agm@innovatics.fi before the end of the registration period. In addition to the delivery of proxy documents, the shareholder or his/her proxy representative must take care of the registration to the General Meeting as presented in this notice convening the General Meeting.
   
   Shareholders that are legal entities can also use the electronic Suomi.fi authorization service for authorizing their proxies instead of using the traditional proxy authorization. The representative shall be appointed in the Suomi.fi service at www.suomi.fi/e-authorisations (using the authorization topic “Representation at the General Meeting”). When registering, the representative must identify him/herself with strong electronic authentication, after which the electronic mandate is automatically checked. The strong electronic authentication works with personal banking codes or a mobile certificate. For more information, see www.suomi.fi/e-authorisations.
    
4. Voting in advance
   Shareholders with a Finnish book-entry account can submit votes in advance on certain matters on the agenda between 9:00 am. (EET) on February 16, 2024 and 4:00 pm. (EET) on March 8, 2024 in the following ways:
   
   a) Through Company’s website at evli.com/agm2024
   
   b) By mail or by email through delivering the advance voting form available on the Company’s website or equivalent information to Innovatics Oy by mail to Innovatics Oy, General Meeting / Evli Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by e-mail to agm@innovatics.fi. The advance votes must be delivered before the end of the advance voting period. Delivering of votes prior to the end of registration and advance voting period is also considered as registration for the General Meeting if all required information for registration described above is given.
   
   If a shareholder has voted in advance, the shareholder cannot request a vote or propose questions unless the shareholder or their proxy representative attends the General Meeting at the meeting venue.
   
   For holders of nominee-registered shares, advance voting takes place through the account operator. The account operator may vote in advance on behalf of the holders of nominee-registered shares it represents based on the voting instructions provided by the shareholders during the registration period set for holders of nominee-registered shares.
   
   A proposal for a resolution subject to advance voting shall be deemed to have been presented unchanged at the General Meeting. Voting instructions for all shareholders are available on the Company’s website at www.evli.com/agm2024.
    
5. Other instructions/information
   The meeting will be held in Finnish.
   
   A shareholder present at the General Meeting has the right to ask questions pursuant to Chapter 5, section 25 of the Finnish Limited Liability Companies Act on topics to be considered by the General Meeting. The shareholder asking a question shall present sufficient evidence on his/her shareholding when delivering the question.
   
   Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights of the shareholder.
   
   No refreshments will be served at the meeting.
   
   On the date of this notice convening the General Meeting, February 14, 2024, the total number of shares of Evli Plc is 26,484,899 shares divided into 14,425,812 class A shares and 12,059,087 class B shares. According to the Articles of Association, each A share entitles the holder to twenty (20) votes and each B share to one (1) vote at the General Meeting. On the date of this notice, the Company holds no own shares.

Helsinki, February 14, 2024

EVLI PLC
Board of Directors


Additional information:
Mikaela Herrala, Head of Marketing, Communications & IR, Evli Plc, tel. +358 50 544 5740, mikaela.herrala@evli.com

Registration and advance voting for the Annual General Meeting begin on February 16, 2024 at 9:00 am. A shareholder in the register of shareholders wishing to participate in the General Meeting must register for the meeting by March 8, 2024 latest at 4:00 pm. EET by which time the registration must be completed.

Meeting registrations and advance voting can be made:

a)    online

The registration requires strong electronic authentication of the shareholder, legal representative or proxy representative. Strong electronic authentication can be conducted with online banking codes or a mobile certificate.

b) by regular mail to Evli Plc, AGM 2023, PO Box 1081, FI-00101 Helsinki, Finland or

c) by e-mail to ir@evli.com.

Shareholders registering by telephone or e-mail shall include in the message the registration and voting form or similar information.

In connection with the prior notice of attendance, a shareholder shall notify his/her name, personal identification number / date of birth or business identity code, address, telephone number, the name of a possible assistant and the name and personal identification number or date of birth of a possible proxy representative. The personal data is used only in connection with the Annual General Meeting and processing of related registrations.

The shareholder or their legal representative or proxy representative shall, if necessary, be able to prove their identity and/or right of representation at the meeting venue.

The advance votes must be delivered before the end of the advance voting period. Delivering of votes prior to the end of registration and advance voting period is also considered as registration for the General Meeting if all required information for registration described above is given.

For holders of nominee-registered shares, advance voting takes place through the account operator.

A proposal for a resolution subject to advance voting shall be deemed to have been presented unchanged at the General Meeting.

Further information on registration and advance voting is available by telephone during the registration period of the Annual General Meeting by calling Innovatics Oy at 010 2818 909 on weekdays from 9:00 to 12:00 am. and from 1:00 to 4:00 pm. (Finnish time).

Right to attend

Shareholders have the right to attend the Annual General Meeting if they are registered as shareholders in the company's register of shareholders kept by Euroclear Finland Ltd on March 4, 2024 (the record date of the General Meeting). Shareholders whose shares are registered on their personal Finnish book-entry account are registered in Evli’s register of shareholders.

• February 14, 2024  Notice of AGM published
• February 16, 2024  Registration for the meeting commence
• February 16, 2024  Financial statements, Report by the Board of Directors, the Auditor’s Report and Remuneration Report available
• March 4, 2024  Record date of the AGM
• March 8, 2024 at 4:00 pm. EET  registration for the meeting closes.
• March 14, 2024 at 9:00 am. EET  Annual General Meeting in Helsinki

A shareholder may participate in the general meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall present a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the general meeting. When a shareholder participates in the general meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the general meeting.

The relevant proxy documents shall be delivered to Innovatics Oy preferably as an attachment to the online registration form, or by mail to Innovatics Oy, General Meeting / Evli Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or delivered by e-mail to agm@innovatics.fi before the end of the registration period. In addition to the delivery of proxy documents, the shareholder or his/her proxy representative must take care of the registration to the General Meeting as presented in this notice convening the General Meeting.

Shareholders that are legal entities can also use the electronic Suomi.fi authorization service for authorizing their proxies instead of using the traditional proxy authorization. The representative shall be appointed in the Suomi.fi service at www.suomi.fi/e-authorisations (using the authorization topic “Representation at the General Meeting”). When registering, the representative must identify him/herself with strong electronic authentication, after which the electronic mandate is automatically checked. The strong electronic authentication works with personal banking codes or a mobile certificate. For more information, see www.suomi.fi/e-authorisations. 

Instructions for nominee-registered shareholders can be found in the AGM notice.

The time for shareholders to request matters on the agenda has expired. Shareholders had to notify the Board of Directors of possible requests to put matters on the agenda of Evli’s 2024 Annual General Meeting no later than on January 31, 2024.

Kokouskielenä on suomi.

Yhtiökokouksessa läsnä olevalla osakkeenomistajalla on yhtiökokouksessa osakeyhtiölain 5 luvun 25 §:n mukainen kyselyoikeus kokouksessa käsiteltävistä asioista. Osakkeenomistajan on kysymyksen esittämisen yhteydessä esitettävä riittävä selvitys osakeomistuksestaan.

Osakkeenomistuksessa yhtiökokouksen täsmäytyspäivän jälkeen tapahtuneet muutokset eivät vaikuta oikeuteen osallistua yhtiökokoukseen eivätkä osakkeenomistajan äänimäärään.