Investors

Annual General Meeting 2021 of United Bankers Plc

 

The Annual General Meeting of United Bankers Plc will be held on Friday, March 19th 2021 at 13.00. Meeting will take place at the company headquarters, Aleksanterinkatu 21 A, 4th floor, 00100 Helsinki.

 

The registration and advance voting period begins on the 3rd of March 2021 at 10.00 and ends on the 12th of March at 16.00. Please register:

 

1. Electronically via the link Registration to the Annual General Meeting and Advance voting »

2. By filling in and sending the advance voting form to Euroclear Finland Ltd by letter to: Euroclear Finland Ltd, Yhtiökokous, P.O. Box 1110, FI-00101 Helsinki, Finland or by email at yhtiokokous@euroclear.eu. Advance voting form »

 

Due to the current covid-19 situation and in an attempt to restrict the spreading of the virus, the AGM will be held under exceptional circumstances so that shareholders or their proxy representatives may not be present at the meeting venue. Shareholders and their proxy representatives can participate in the AGM and exercise shareholder rights only by voting, making counterproposals and preparing questions in advance. Instructions for shareholders can be found under section C of the AGM invitation, "Instructions for attendees”.

 

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.