Investors

Annual General Meeting 2021 of United Bankers Plc

 

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

 

Competence of the General Meeting

 

The General 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 General Meeting discusses matters prescribed by the Finnish Companies Act and the Articles of Association of the Company, such as the adoption 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 their remuneration. The Annual General Meeting is held once a year and an Extraordinary General Meeting is convened when necessary.

 

A shareholder who is recorded in United Bankers Plc’s Shareholder Register on the record date of a General Meeting shall have the right to participate in the General Meeting and exercise voting rights. Shareholders may exercise their rights at the General Meeting either in person or through their authorised representative. According to the Articles of Association, the Company’s shares belong to the book-entry system. Each share in the Company entitles its holder to one (1) vote in the General Meeting. When distributing funds of the Company, the rights of all shares in the Company are equal.

 

In accordance with the Finnish Companies Act, most of the decisions of the General Meeting require a simple majority of the votes cast at the meeting. Certain matters to be discussed at the General 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 an election will be elected unless it is decided before the election that more than half of the votes cast will be required for a candidate to be elected.

Notice to General Meeting and meeting materials

 

United Bankers Plc delivers a notice of the General Meeting to the shareholders no earlier than two (2) months and no later than three (3) weeks prior to the meeting, however, no later than nine (9) days before the record date of the General Meeting. The notice of the General 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 General Meeting:

 

  • Notice of the General Meeting
  • Proposals to the General Meeting
  • Documents to be submitted to the General Meeting
  • The remuneration policy and remuneration report, if necessary
  • The financial statements, annual report and auditor’s report, provided that the General 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 of the share capital, payment of dividends, equity repayment from the invested unrestricted equity fund, reduction of share capital, acquisition or disposal of own shares or liquidation of United Bankers Plc, and the financial statements are not discussed in such General Meeting , the following information shall also be made available on the website at least three (3) weeks 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 Finnish Companies Act, a shareholder has the right to have a matter dealt with by the General Meeting that pursuant to the Finnish Companies Act shall be discussed at the General Meeting, if he or she demands it in writing from the Board of Directors in good time so that such matter can be included in the notice of the General Meeting. The Company indicates in good time on its website the date by which a shareholder shall inform the Board of Directors of the matter that he or she demands to be addressed at the Annual General Meeting. Such a demand 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 General Meeting is sent out.

 

Minutes of the General Meeting

 

United Bankers Plc shall make available on its website the minutes of the General Meeting together with the voting results within two (2) weeks of the meeting. The materials will be available for at least three (3) months from the General Meeting.