Ålandsbanken - Notice to general meeting

Notice to convene the Annual General Meeting

Mariehamn, 2016-03-18 14:00 CET (GLOBE NEWSWIRE) -- 

Bank of Åland Plc
AGM notice
March 18, 2016, 15.00 p.m.

Notice to convene the Annual General Meeting

Notice is hereby given to the shareholders of the Bank of Åland Plc
(Ålandsbanken Abp) of the Annual General Meeting (AGM) to be held at 3.00 p.m.
Finnish time on Thursday, April 14, 2016 at the Alandica Kultur & Kongress
auditorium, Strandgatan 29, Mariehamn, Åland, Finland. 

The reception of persons who have registered to participate in the Meeting and
the distribution of voting tickets will commence at 2.00 p.m. on the above
date. 

A. Matters on the agenda of the Annual General Meeting

1. Opening of the Meeting

2. Calling the Meeting to order

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

4. Verification of the legality of the Meeting

5. Verification of attendance at the Meeting and adoption of the voting list

6. Presentation of the financial statements, the Report of the Directors and
the Auditors’ Report for 2015 

Managing Director’s review

7. Adoption of the financial statements

8. Decision on allocation of the profit shown in the balance sheet and dividend
distribution 

The Board of Directors proposes that a dividend of EUR 0.60 per share shall be
paid for the accounting period January 1 – December 31, 2015, that the record
date for dividend payment shall be Monday, April 18, 2016 and that the payment
date shall be Monday, April 25, 2016. 

9. Decision on granting discharge from liability to the members of the Board of
Directors and the Managing Director 

10. Decision on the number of members on the Board of Directors

It is proposed that the number of Board members shall be unchanged, that is,
eight Board members. 

11. Decision on fees for the members of the Board

The Board of Directors proposes that the annual fee for its Chairman shall be
raised from EUR 15,000 to EUR 30,000, that the Deputy Chairman shall receive an
annual fee of EUR 28,000, that the annual fee for each other Board member shall
be raised from EUR 12,000 to EUR 26,000 and that compensation shall be made
equal for all Board members regardless of domicile. The Board also proposes
that the fee per meeting attended for the Chairman (EUR 1,000) and for each
other Board member (EUR 750) shall be unchanged. Committee fees shall be at the
same level. 

It shall be noted that the fee per meeting for Board members’ attendance at
meetings of the committees appointed by the Board is EUR 750 per Board member
and EUR 1,000 for the committee Chairman. 

12. Election of Board members

The Nomination Committee proposes the re-election of Board members Anders Å
Karlsson, Nils Lampi, Göran Persson, Christoffer Taxell, Ulrika Valassi, Anders
Wiklöf and Dan-Erik Woivalin for a term of office that will run until the end
of the next Annual General Meeting. Agneta Karlsson has declined re-election. 

The Nomination Committee proposes the election of Åsa Ceder as a new Board
member for a term of office that will run until the end of the next Annual
General Meeting. 

All the persons proposed have agreed to being elected.

13. Decision on the auditors’ fees

The Board of Directors proposes that the auditors’ fees be paid as invoiced.

14. Decision on the number of auditors

The Board of Directors proposes that the number of auditors shall be unchanged,
that is, three auditors and one deputy auditor. 

15. Election of auditors

The Board of Directors proposes the re-election of Mari Suomela and Oskar
Orrström, Authorised Public Accountants (CGR), as auditors for a term of office
that shall run until the end of the next Annual General Meeting. 

The Board proposes the election of Marcus Tötterman, Authorised Public
Accountant (CGR), as a new auditor for a term of office that shall run until
the end of the next Annual General Meeting. 

The Board further proposes the election of KPMG Oy Ab as deputy auditor for a
term of office that shall run until the end of the next Annual General Meeting. 

16. Closing of the Meeting

B. General Meeting documents

The above-mentioned proposals by the Board of Directors, this notice convening
the Annual General Meeting (AGM) and other documents that shall be available as
provided by the Finnish Companies Act are found on the website of the Bank of
Åland Plc, www.alandsbanken.fi in Swedish and Finnish. 

The Board’s proposal and the accounting documents are also available at the
Company’s head office and at the AGM. Copies of these documents and of this
notice convening the AGM will be sent to shareholders upon request. The minutes
of the Meeting will be available for viewing on the Company’s website no later
than April 26, 2016 in Swedish. 

C. Instruction for participants in the Annual General Meeting

1. Right to participate and registration
Shareholders who were listed on April 4, 2016 (the record date for the AGM) in
the Company’s shareholder register, which is maintained by Euroclear Finland
Ab, are entitled to participate in the Meeting. A shareholder whose shares are
registered in his or her Finnish personal book-entry securities account is
listed in the Company’s shareholder register. 

Shareholders wishing to participate in the AGM must register no later than 4.00
p.m. on April 11, 2016. 

They may register for the AGM:
a) via the Internet at the address www.alandsbanken.fi/bolagsstamma;
b) by telephone at +358 18 29 011;
c) by fax at +358 18 291228 or
d) by letter addressed to Bank of Åland Plc, PB 3, AX-22101 Mariehamn, Åland,
Finland. 

When registering, please state the shareholder’s name, personal identity code
or business ID number and the name of any assistant or authorised
representative and the representative’s personal identity code. 

These personal data will be used only for purposes attributable to the Annual
General Meeting and for processing of registrations related to this. 

If needed, the shareholder and his/her authorised representative must be able
to prove their identity and/or authorisation at the Meeting venue. 

2. Authorised representatives and powers of attorney

Shareholders may participate in the Annual General Meeting and exercise their
rights at the Meeting through authorised representatives. 

A shareholder’s authorised representative must show a dated power of attorney
or otherwise prove in a reliable manner that he or she is authorised to
represent the shareholder. 

If a shareholder is represented at the Meeting by more than one authorised
representatives, who represent a shareholder with shares in different
book-entry securities accounts, at the time of registration the shareholder
must state on the basis of which shares each authorised representative is
representing the shareholder. 

Any original powers of attorney should be sent to the Bank of Åland Plc, PB 3,
AX-22101 Mariehamn, Åland, Finland and be in the possession of the Company
before the expiration of the registration period. Please clearly label the
envelope “Annual General Meeting” or “AGM”. Alternatively, a copy of the power
of attorney may be sent by e-mail to bolagsstamma@alandsbanken.fi, in which
case the original power of attorney shall be shown at the AGM. 

3. Holders of nominee-registered shares

A holder of nominee-registered shares is entitled to participate in the AGM on
the basis of the shares he or she would be entitled to list on April 4, 2016 in
the Shareholder Register maintained by Euroclear Finland Ab. Participation also
requires that on the basis of these shares, no later than 10.00 a.m. on April
11, 2016 the shareholder has been listed in the temporary shareholder register
maintained by Euroclear Finland Ab. In the case of nominee-registered shares,
this shall be counted as registration for the AGM. 

Registration shall be carried out by the asset manager’s account administrator
no later than the above-mentioned date. A holder of nominee-registered shares
is urged to request instructions well in advance from his or her asset manager
regarding entry into the temporary shareholder register, issuance of powers of
attorney and registration for the AGM. 

4. Other instructions and information

Shareholders who attend the Meeting are entitled to ask questions concerning
matters being dealt with at the Meeting, pursuant to Chapter 5, Section 25 of
the Finnish Companies Act. 

On the date of this Notice convening the Annual General Meeting, the number of
shares in the Bank of Åland Plc totals 6,476,138 Series A shares, which
represent 129,522,760 votes and 8,770,683 Series B shares, which represent
8,770,683 votes, or 15,246,821 shares and 138,293,443 votes in all. Each Series
A share has 20 votes at the Meeting and each Series B share has one vote, but
subject to the limitation on voting rights stipulated in the Articles of
Association, Section 7. 



Mariehamn, March 18, 2016

Board of Directors

Bifogade filer:

cv_ceder_en.pdf