2022-06-29 13:00:00 CEST

2022-06-29 13:00:04 CEST


EAB Group Oyj - Other information disclosed according to the rules of the Exchange

Evli Plc has published an exemption document drafted for the merger of Evli Plc and EAB Group Plc, EAB intends to hold an extraordinary general meeting




Evli Plc (“Evli”) and EAB Group Plc (“EAB”) announced on May 31,2022 that Evli
and EAB had signed a combination agreement (the “Combination Agreement”) and a
merger plan (the “Merger Plan”) on the combination of the companies through a
merger (the “Combined Company”). The proposed combination of Evli and EAB will
be executed through a statutory absorption merger in accordance with the Finnish
Companies Act (624/2006 as amended) whereby all assets and liabilities of EAB
are transferred without a liquidation procedure to Evli (the “Merger”). The
contemplated effective date of the Merger is October 1,2022.

On June3, 2022, the Boards of Directors of Evli and EAB proposed to the
Extraordinary General Meetings of the companies to be held on July14, 2022 that
they would resolve upon the Merger as set forth in the Merger Plan.

Evli and EAB have agreed in the Combination Agreement and the Merger Plan to
continue their normal business activities in accordance with their usual and
past practices during the merger process. Notwithstanding the foregoing, Evli
and EAB have agreed that EAB shall have the right to distribute to its
shareholders prior to the scheduled implementation date of the Merger an
aggregate amount not to exceed the lesser of (a) EUR 2,350,000 or (b) such
amount as EAB may distribute subject to any applicable statutory solvency
requirements. EAB is expected to hold an Extraordinary General Meeting in August
or September 2022 to consider the interim financial statements for the payment
of the dividend under the Combination Agreement and the Merger Plan.

The Exemption Document

Today, Evli has published an exemption document concerning the Merger (the
“Exemption Document”) drafted for the Extraordinary General Meeting of EAB and
for the purposes of issuing merger consideration shares to the shareholders of
EAB. The Exemption Document is drafted in accordance with the Commission
Delegated Regulation (EU)2021/528 (the “Delegated Regulation”). The Exemption
Document does not constitute a prospectus for the purposes of the EU Prospectus
Regulation (EU)2017/1129 (the “Prospectus Regulation”) and has not been pre
-approved by the Finnish Financial Supervisory Authority or any other authority.
Pursuant to Article1(4)(g) of the Prospectus Regulation, an exemption to the
obligation to draw up and publish a prospectus in accordance with the Prospectus
Regulation can apply to shares issued as merger consideration in connection with
the Merger. Such an exemption requires that an Exemption Document is made
available to the public, including a description of the transaction and its
impact on the issuer. The Exemption Document has only been published in Finnish.

The Exemption Document will be available from or about June 29,2022 onwards
online at Evli's and EAB's websites www.evli.com/egm and www.eabgroup.fi/sijoita
-meihin/hallinnointi/yhtiokokous. The Exemption Document is valid until the
Extraordinary General Meetings of Evli and EAB to be held on July 14, 2022, and
is intended to be republished and updated where applicable in connection with
the listing of merger consideration shares.

In accordance with the requirements of the Delegated Regulation, the Exemption
Document includes narrative and financial information about the material impacts
that the transaction will have on the Combined Company's financial statement.
This previously unpublished financial information is published in this release.
Capitalised terms not specified below have the same meaning as in the Exemption

Illustrative combined financial information

The illustrative financial information about the material impacts of the Merger
on Evli's financial statement have been prepared in accordance with the
International Financial Reporting Standard (IFRS) applied at Evli and Evli's
accounting policies. The illustrative combined financial information of the
Combined Company is presented assuming the activities were included in the same
group from the beginning of the period. The illustrative combined income
statement information has been calculated by combining the financial information
of Evli and EAB for the financial year ended 31December2021 as described below.

The combined financial information is presented for illustrative purposes only
and is based on a hypothetical situation. It does not take into account the
impacts from purchase price allocation, potential differences in accounting
policies, transaction costs, tax impacts or potential refinancing. Neither does
the illustrative combined financial information reflect any cost savings,
synergy benefits or future integration costs that are expected to be generated
or may be incurred as a result of the Merger. The illustrative combined
financial information is based on audited information. The combined information
is unaudited.

In financial reporting, the Merger will be accounted for as a business
combination at consolidation using the acquisition method of accounting under
the provision of IFRS3. The purchase consideration is determined based on the
fair value of the Merger Consideration on the Effective Date. The amount of the
fair value of the Merger Consideration Shares will be recorded in Evli's
consolidated financial statements as an equity increase so that the share
capital is increased by EUR30million in accordance with the Merger Plan and the
remainder is entered into the reserve for invested non-restricted equity. The
amount of the Merger Consideration based on the quotation of Evli's Bshares on
the official list of Nasdaq Helsinki Ltd on May31, 2022 was approximately
EUR44million, of which approximately EUR41million was to be paid in shares. The
final amount of the Merger Consideration will be determined based on the fair
value of Evli's Bshares on the Effective Date. In the acquisition method, the
assets and liabilities of EAB that are transferred to Evli are valued at their
fair values as of the acquisition date with any excess of the Merger
Consideration over the fair value of the identifiable net assets acquired
recognised as goodwill. The book value of the net assets of EAB on EAB's
consolidated balance sheet as at December31, 2021 was EUR20.6million.

Illustrative combined income statements of the Combined Company

The following table sets forth the illustrative combined income statements of
the Combined Company derived from Evli's audited carve-out financial statements
for the financial year ended on December31, 2021, and EAB's audited consolidated
financial statements for the financial year ended on December31, 2021.

(MEUR)                Combined  Evli   EAB
Net turnover1)        133.7     116.2  17.5
Personnel expenses    -45.2     -36.6  -8.6
Other administrative  -20.6     -17.6  -3.0
Other operating       -2.1      -1.3   -0.8
Share of result of    0.7       0.5    0.2
associated companies
EBITDA2)              66.6      61.5   5.1
% of net turnover     50%       53%    29%
Depreciation,         -7.3      -4.8   -2.5
amortisation and
Operating profit3)    59.3      56.6   2.6
% of net turnover     44%       49%    15%
1) The illustrative
combined net
turnover is
calculated by
combining the
operating income,
interest income, fee
and commission
expenses and
interest expenses of
Evli and EAB in
accordance with
Evli's reporting
policy. Previously,
EAB has reported
interest income and
interest expenses as
separate items after
operating profit.
For the purposes of
this combining,
these items are
reclassified as a
part of net

2) Operating profit
+ depreciation,
amortisation and

3) The illustrative
combined operating
profit does not
include any purchase
price allocation
impacts such as
amortisation and
depreciation for any
fair value
adjustments on non
-current assets or
other purchase
accounting impacts
to be recognised in
the combination of
Evli and EAB under
IFRS and, for this
reason and others,
is not
representative of
future operating
results of the
Combined Company.


Board of Directors


On behalf of Evli:

Maunu Lehtimäki, CEO, Evli Plc, tel. +358505533000, maunu.lehtimaki@evli.com

Requests for interviews via the company's communications:
Mikaela Herrala, Head of Marketing, Communications and IR, Evli Plc, tel.
+358505445740, mikaela.herrala@evli.com

On behalf of EAB:

Daniel Pasternack, CEO, EAB Group Plc, tel. +358 50569 3416,

Evli and EAB in brief

Evli in brief

We see wealth as an engine to drive progress. We draw on our heritage, broad
expertise and Nordic values to grow and manage wealth for institutions,
corporations and private persons in a responsible way.

We are the leading asset manager in Finland* offering a broad range of services
including mutual funds, asset management and capital markets services,
alternative investment products, equity research, share plan design and
administration as well as Corporate Finance services. Responsible investing is
integrated in every investment decision and our expertise is widely acknowledged
by our clients. Evli has Finland's best expertise in responsible investment.**

Evli Group employs around 250professionals and Evli has a total of
EUR15.8billion in client assets under management (net3/2022). Evli Plc's Bshares
are listed on the official list of Nasdaq Helsinki Ltd.

*Kantar Prospera External Asset Management Finland 2015, 2016, 2017, 2018, 2019,
2021, Kantar Prospera Private Banking 2019, 2020 Finland

**SFR Scandinavian Financial Research Institutional Investment Services Finland

EAB in brief

Elite Alfred Berg is an expert in investments that helps private individuals,
professional investors and companies in Finland manage their assets
comprehensively, systematically, and responsibly. More than 10,000 customers
rely on our services to manage assets worth EUR nearly 4billion. We collaborate
in portfolio management with Alfred Berg Norway and Sweden. Our combined
customer assets in the Nordic countries amount to more than EUR15billion. As the
leading provider of personnel funds in Finland, we serve 95,000 personnel fund
members. Our customers are served by more than 100 investment professionals in
13 locations around Finland.

Elite Alfred Berg is the marketing name of the EAB Group. The Group's parent
company EAB Group Plc's shares are listed on the Nasdaq Helsinki stock
exchange.The Group companies include EAB Asset Management Ltd, which offers
asset management activities, and EAB Fund Management Ltd, which acts as a fund
company and authorised alternative investment fund manager. Explore EAB Group's
services at www.eabgroup.fi.

Nasdaq Helsinki
Main media

Important Notice

This release is not an offer of shares in the United States and it is not
intended for distribution in or into the United States or in any other
jurisdiction in which such distribution would be prohibited by applicable law.
The shares in the Combined Company will not be registered under the U.S.
Securities Act of 1933 (the “Securities Act”), and may not be offered, sold or
delivered within or into the United States, except pursuant to an applicable
exemption of, or in a transaction not subject to, the Securities Act.

This release does not constitute an offer of or an invitation by or on behalf
of, Evli or EAB, or any other person, to purchase any securities.

This release does not constitute a notice to an Extraordinary General Meeting or
an Exemption Document. Any decision with respect to the proposed statutory
absorption merger of EAB into Evli in accordance with the Finnish Companies Act
should be made solely on the basis of information to be contained in the actual
notices to the Extraordinary General Meetings of Evli and EAB, as applicable,
and the Exemption Document as well as on an independent analysis of the
information contained therein. You should consult the Exemption Document for
more complete information about the Combined Company and the Merger.

This release includes ‘forward-looking statements' that are based on present
plans, estimates, projections and expectations and are not guarantees of the
Combined Company's future performance. They are based on certain expectations
and assumptions, which, even though they seem to be reasonable at present, may
turn out to be incorrect. The shareholders of Evli or EAB should not rely on
these forward-looking statements. Numerous factors may cause the actual results
of operations or financial condition of the Combined Company to differ
materially from those expressed or implied in the forward-looking statements.
Neither Evli nor EAB, nor any of their respective affiliates, advisors or
representatives or any other person undertakes any obligation to review or
confirm or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise after the date of this

This release includes estimates relating to the benefits expected to arise from
the Merger, which have been prepared by Evli and EAB and are based on a number
of assumptions and judgments. The assumptions relating to the estimated benefits
and related Merger costs are inherently uncertain and are subject to a wide
variety of significant business, economic, regulatory and competitive risks and
uncertainties that could cause the actual benefits and costs arising from the
Merger, if any, to differ materially from the estimates in this release.
Further, there can be no certainty that the Merger will be completed in the
manner and timeframe described in this release, or at all.