Aktia Pankki Oyj - Notice to general meeting

Aktia Bank Plc: Notice of Annual General Meeting

Aktia Bank plc
Notice of Annual General Meeting
29.2.2016 at 4 pm



Notice is hereby given to Aktia Bank plc shareholders of the Annual General
Meeting, to be held at 4.00 pm on Tuesday 12 April 2016 at Pörssitalo, address
Fabianinkatu 14, Helsinki. Persons who have registered their intention to
attend will be welcomed from 3.00 pm onwards and voting sheets will be
distributed. 



A. Matters to be addressed at the AGM



The agenda of the AGM will be as follows:



1 Opening of the meeting

2. Appointment of the chairman and secretary of the meeting

3. Election of persons to check the minutes and supervise the counting of votes

4. Establishment of the meeting's legality

5. Establishment of persons present at the meeting and confirmation of voting
list 

6. Presentation of the financial statements, consolidated financial statements,
report by the Board of Directors, Auditor’s report and the statement by the
Board of Supervisors for 2015 

CEO's overview

7. Adoption of the financial statements and the consolidated financial
statements 

8. Resolution on the use of the profit indicated in the balance sheet and
dividend payout 

The Board of Directors proposes that a dividend of EUR 0.54 per share be paid
for the financial year 2015. Further, the Board of Directors proposes a return
of capital of EUR 0.10 per share. 

Shareholders entitled to dividend and return of capital are those who are
registered in the register of shareholders maintained by Euroclear Finland Ltd
on the record date 14/04/2016. The Board of Directors proposes that the
dividend and return of capital be paid out 26/04/2016 in accordance with the
rules of Euroclear Finland Ltd. 

  1. Resolution on discharging the members of the Board of Supervisors and the
     Board of Directors, the CEO and his deputy from liability
  2. Resolution on remuneration for the members of the Board of Supervisors

The Nomination Committee proposes that the remuneration of the Board of
Supervisors members be increased by 5 per cent and therefore be as follows: 

  -- Annual remuneration, Chair: EUR 24,400 
  -- Annual remuneration, Deputy Chair: EUR 10,500 
  -- Annual remuneration, Member: EUR 4,400 

The Nomination Committee proposes that 35% of the annual remuneration (gross
amount) shall be paid to the members in the form of Aktia Bank plc A shares. 



In addition, the Nomination Committee proposes a remuneration or EUR 500 per
attended meeting. However, the chair of the Presiding Officers of the Board of
Supervisors is proposed to receive a remuneration of EUR 1,000 per meeting of
the Presiding Officers. 

Compensation for traveling and accommodation expenses as well as a daily
allowance is proposed to be paid in line with the Tax Administration
guidelines. 

11. Resolution on auditor's remuneration

The Nomination Committee proposes that  a reasonable remuneration be paid to
the auditor against invoice. 

12. Determination of the number of members on the Board of Supervisors

The Nomination Committee proposes that the number of members of the Board of
Supervisors be decreased to 28 (2015: 29). 

13. Determination of the number of auditors

The Nomination Committee proposes that the number of auditors be one (1).

14. Election of members of the Board of Supervisors

To be re-elected as members of the Board of Supervisors the Nomination
Committee proposes members of the Board of Supervisors Mikael Aspelin, Agneta
Eriksson, Clas Nyberg, Gunvor Sarelin-Sjöblom, Jan-Erik Stenman, Lars Wallin
and Ann-Marie Åberg, who are all due to step down at the Annual General Meeting
2016. As new members the Nomination Committee proposes Ralf Asplund (61),
entrepreneur,  Annika Pråhl (61), M. Soc. Sc., Marcus Rantala (38), M. Soc. Sc. 

The new candidates are presented at the end of the summons.

All candidates are proposed to be elected for a term of office in accordance
with Article 8 in the Articles of Association of the company, beginning when
the Annual General Meeting 2016 is closed and continuing until the Annual
General Meeting 2019 has concluded. 

15. Election of auditor

The nomination committee proposes that the APA firm KPMG Oy Ab be elected as
auditor, with Jari Härmälä, M.Sc. (Econ.), APA, as auditor-in-charge. 

16.Conferring of authority on the Board of Directors to take decisions on one
or more issues of shares or specific rights referred to in Chapter 10 of the
Limited Liability Companies Act that grant entitlement to shares. 

The Board of Directors proposes that the Annual General Meeting decide on
authorisation for the Board of Directors to issue shares, or specific rights
entitling to shares as referred to in Chapter 10 of the Limited Liability
Companies Act, as follows: 

The number of shares to be issued in accordance with this authorisation is
6,658,000, corresponding to approximately 10% of all shares in the company. 

The Board of Directors decides on all terms for issues of shares and issues of
specific rights entitling to shares. The authorisation is attributable to the
issue of new shares. Issue of shares or specific rights entitling to shares can
take place in deviation of shareholders' pre-emptive subscription right to
shares (direct share issue). 

Of the total number of shares issued supported by the authorisation, no more
than one third may be series R shares.The Board of Directors has the right to
use this authorisation to strengthen the company's capital base, for the
company's share-based incentive scheme and/or for company acquisitions. 

The authorisation is valid 18 months from the decision by the Annual General
Meeting and recalls the authorisation to issue shares given by the Annual
General Meeting 13/04/2015. 

17. Conferring of authority on the Board of Directors to decide on acquisition
of own shares 

The Board of Directors proposes that the Annual General Meeting authorise the
Board of Directors to take decisions on acquisition of 200,000 series A shares
at a maximum, approximately corresponding to 0.4% of the total number of series
A shares in the company. The own shares may be acquires in one or several lots
using the company's unrestricted equity. 

The own shares may be acquired at the price prevailing in public trading at the
time of purchase or otherwise at a price prevailing on the market. Own shares
may be purchased in other relations than shareholders' holdings of shares
(direct purchase). 

The company's own shares may be acquired for use in the company's share-based
incentive scheme and/or the remuneration of members of the company's
administrative bodies, and that the acquired shares be either transferred or
kept by the company. 

The Board of Directors decides on all other terms concerning acquisition of the
company's own shares. 

The authorisation is valid 18 months from the decision by the Annual General
Meeting and recalls the authorisation to purchase own shares given by the
Annual General Meeting 13/04/2015. 

18. Conferring of authority on the Board of Directors to decide to divest own
shares 

The Board of Directors proposes that the Annual General Meeting authorise the
Board of Directors to take decisions on divesting shares own shares held by the
company, as follows: 

Supported by the authorisation, a maximum of 300,000 series A shares may be
divested. 

The Board of Directors decides on all other terms concerning divestment of the
company's own shares. The divestment of the company's own shares can take place
in deviation from the shareholders’ pre-emptive subscription right to shares
(direct share issue), e.g. to implement the company's incentive programme and
remuneration. 

The authorisation is valid 18 months from the decision by the Annual General
Meeting and recalls the authorisation to divest own shares given by the Annual
General Meeting 13/04/2015. 



19. Donation for philanthropic purposes

  -- The Board of Directors proposes that the Annual General Meeting authorise
     the Board of Directors to take decisions on one or more donations in the
     aggregate amount of EUR 500,000 at the maximum to one or more Finnish
     universities, to support education and research. The Board of Directors
     finds the donation sum reasonable, considering the intended use of the
     donation, the company’s position as well as other cirumstances.

20. Closing of the meeting



B. AGM documents



The proposals that relate to the above agenda as well as this notice of the AGM
are available on Aktia Bank plc’s website www.aktia.com. Aktia Bank plc’s
annual report, encompassing the company’s financial statements, the report by
the Board of Directors, the auditor’s report plus the Board of Supervisors’
statement on the accounts, the report by the Board of Directors and the
auditor’s report will be available on the website mentioned above by 22/03/2016
at the latest. Copies of the above-mentioned documents will be sent to
shareholders on request. Above-mentioned documents will also be available at
the shareholder meeting. The minutes from the AGM will be available on the
website mentioned above by 26/04/2016 at the latest. 



C. Notes for AGM participants



1. Shareholders who are entered in the company's register of shareholders



Shareholders listed as such in the company’s register of shareholders
maintained by Euroclear Finland Ab as at 31/03/2016 have the right to
participate in the Annual General Meeting. Shareholders whose shares a
registered to their personal Finnish book-entry account are listed as
shareholders in the company’s register of shareholders. Shareholders who are
entered in the company's register of shareholders and who wish to participate
in the Annual General Meeting must register their intention to attend by 4.00
pm on 06/04/2016 at the latest. Participants can register for the AGM: 

a) through the company’s website www.aktia.com

b) by telephone at +358 800 0 2474 (8.30 am-4.30 pm on weekdays)

d) in writing to Aktia Bank plc, Group Legal, P.O. Box 207, 00101 Helsinki.



For registration purposes, the shareholder is requested to give his/her name
and personal identification code or business ID, address, telephone number as
well as the name and personal identification code and of any representative.
The personal details that shareholders give to Aktia Bank plc will only be used
for purposes associated with the Annual General Meeting and preparing the
relevant registrations. 



2. Owners of nominee registered shares

Owners of nominee registered shares have the right to attend the Annual General
Meeting with the shares he/she would have be entitled to have entered in the
company's register of shareholders, kept by Euroclear Finland Ltd, on the
record date of the Annual General Meeting 31/03/2016. Attendance also requires
that the shareholder has been entered into the company's temporary register of
shareholders, kept by Euroclear Finland Ltd, based on these shares on
07/04/2016 at 10 am at the latest. For the nominee registered shares, this is
also considered as registration to the Annual General Meeting. 

Owners of shares registered in the name of a trustee shall in good time request
their asset manager for the necessary instructions on being entered into the
temporary register of shareholders, the granting of powers of attorney and
registration for the Annual General Meeting. The trustee's account management
organisation requests owners of shares registered in the name of a trustee, who
wish to attend the Annual General Meeting, to be entered into the company’s
temporary register of shareholders at the latest at the above mentioned time. 



3. Representatives and powers of attorney



Shareholders may participate in the Annual General Meeting and exercise their
rights through a representative. The shareholder’s representative shall produce
a dated power of attorney or demonstrate their right to represent the
shareholder in some other reliable way. If a shareholder is represented by more
than one representative at the general meeting, each of which represent the
shares held by the shareholder in different book-entry accounts, it must be
indicated, at the time of registration, which of the shareholder's shares each
representative represents. 

Representatives should submit their powers of attorney to the company before
the meeting at the following address: Aktia Bank plc/Group Legal, PO Box 207,
00101 Helsinki, e-mail koncernjuridik@aktia.fi, or to the fax number +358 10
247 6568. 



4. Other information

Shareholders present at the Annual General Meeting have the right to ask
questions concerning matters addressed at the Annual General Meeting in
accordance with Chapter 5 Section 25 of the Limited Liability Companies Act. 

On the day this notice of the AGM was drawn up, namely 29/02/2016, the total
number of shares in Aktia plc is 66,578,811, 46,706,723 series A shares and
19,872,088 series R shares. The total number of votes is 444,148,483. During
any voting, the 90,385 series A shares and 6,658 series R shares, giving
entitlement to a total of 223,545 votes, which the company owns itself, will
not be taken into account. Further, series A shares, representing 768,874
votes, constitute shares distributed as compensation for the merger to owners
of Veritas Mutual Non-Life Insurance Company in 2009, that have not yet been
listed on any book-entry account and can therefore not be taken into account in
any voting. 



                                 AKTIA BANK PLC
                               BOARD OF DIRECTORS



AKTIA BANK PLC



For more information, please contact:
Mia Bengts, Legal Counsel, tel. +358 10 247 6348


From:
Malin Pettersson, Head of Communications, tel. +358 10 247 6369


Distribution:
NASDAQ OMX Helsinki
Central media
www.aktia.fi






Presentation of proposed new members to the Board of Supervisors



Annika Pråhl (b. 1954)

  -- B.A.
  -- Cultural Ombudsman, The Swedish Cultural Foundation in Finland
  -- Member of the Board, Karjaa-Pohja Savings Bank Foundation
  -- Lives in Karjaa



Ralf Asplund (b. 1954)

  -- Student
  -- Entrepreneur, Primafix 
  -- Chair of the Aktia Foundation in Vantaa
  -- Lives in Vantaa



Marcus Rantala (b. 1977)

  -- M.Soc.Sc.
  -- Partner, Senior Consultant, Rud Pedersen
  -- Treasurer and Member of the Board, Samfundet Folkhälsan Association
  -- Member, City Council and City Board of Helsinki
  -- Chair, Guarantors of the Swedish Assembly of Finland
  -- Member, Delegation for the Foundation Tre Smeder
  -- Member, The Finnish Cremation Foundation
  -- Member, Delegation for Åbo Akademi University
  -- Tresurer, Barnens By Association
  -- Lives in Helsinki