2007-03-27 15:30:00 CEST
2007-03-27 15:30:00 CEST
REGULATED INFORMATION
OKO Pankki Oyj - Decisions of general meeting
Resolutions passed by the Annual General Meeting of OKO Bank plc
Resolutions passed by the Annual General Meeting of OKO Bank plc The Annual General Meeting of OKO Bank plc, held on 27 March 2007, adopted the Company's Financial Statements for 2006, granted discharge from liability for those accountable, and passed a resolution on the divided payout of EUR 0.65 for Series A share and EUR 0.62 for Series K share. The number of members of the Board of Directors was confirmed at ten. In addition, the AGM approved the proposal by the Board of Directors for the amendment of the Company's Articles of Association. The AGM also approved the authorisation of the Board to issue new shares. RESOLUTIONS OF THE ANNUAL GENERAL MEETING 1. Adoption of the Financial Statements OKO Bank's income statement and balance sheet as well as the consolidated income statement and balance sheet for 2006 were adopted. 2. Dividend payout A resolution was passed on the dividend payout of EUR 0.65 for Series A share and EUR 0.62 for Series K share. The record date of the dividend payout is 30 March 2007 and the dividend payout date is 10 April 2007. 3. Discharge from liability The members of the Supervisory Board, Executive Board and the Board of Directors as well as the President and CEO were discharged from liability for the financial year 2006. 4. Board of Directors The number of members of the Board of Directors was confirmed at 10. The following persons were elected to the Company's Board of Directors until the closing of the next AGM: Ms Merja Auvinen, Managing Director; Mr Erkki Böös, Senior Executive Vice President; Mr Eino Halonen, President and CEO; Mr Simo Kauppi, Deputy Managing Director; Ms Satu Lähteenmäki, Professor; Mr Harri Nummela, Executive Vice President; Mr Heikki Vitie, Deputy to the President; and Mr Tom von Weymarn. Of those elected, Mr Nummela has not previously been a member of the Company's Board of Directors. On the basis of their duties as per the Articles of Association, the OKO Bank Board of Directors also includes as the Chairman of the Board Mr Reijo Karhinen, Executive Chairman of the OP Bank Group and Chairman of the Executive Board of the OP Bank Group Central Cooperative, and as the Vice Chairman of the Board Mr Tony Vepsäläinen, President of the Central Cooperative and Vice Chairman of the Executive Board of the Central Cooperative. -------------------------------------------------------------------------------- | | Monthly fee | Attendance fee per | | | (subject to pension | meeting, EUR | | | accrual), EUR | | -------------------------------------------------------------------------------- | Chairman | 5 000 | 400 | -------------------------------------------------------------------------------- | Vice Chairman | 4 000 | 400 | -------------------------------------------------------------------------------- | Member | 3 500 | 400 | -------------------------------------------------------------------------------- 5. Auditors KPMG Oy Ab, Authorised Public Accountants, with Mr Sixten Nyman as the chief auditor, and Mr Raimo Saarikivi, Authorised Public Accountant, were elected as the Company's auditors. It was resolved to pay the auditors' fees according to a reasonable invoice. 6. Amendments to the Articles of Association In accordance with the proposal by the Board of Directors, the AGM resolved to make amendments to Articles 3 to 15 of the Company's Articles of Association and to delete Articles 16 and 17 of the Articles of Association. The amendments resolved by the AGM concern, among other things, the authorisations of the central institution of the amalgamation of cooperative banks, the Company's minimum and maximum share capital, the Company's right of presentation, the AGM's agenda and the Company's audit. The registration of the amendments to the Articles of Association is intended to be effective in April 2007. The new Articles of Association approved by the AGM is attached in full to this release. 7. Authorisation of the Board of Directors to issue shares The AGM resolved to authorise the Company's Board of Directors for a period of two years as of 27 March 2007 to decide on one or more share issues or issue of option rights or other special rights referred to in Chapter 10, Section 1 of the Companies Act, in such a way that the new shares to be subscribed in the share issue or to be subscribed on the basis of option rights and other special rights shall be Series A shares and that their combined number may not exceed 30 000 000 shares. In the share issue or when granting option or other special rights, shareholders' pre-emptive right of subscription referred to in Chapter 9, Section 3 of the Companies Act can be waived if there is a weighty financial reason for this from the Company's viewpoint. The authorisation granted by the Annual General Meeting to the Board of Directors on 30 March 2006 was cancelled. OKO Bank plc Markku Koponen Senior Vice President DISTRIBUTION Helsinki Stock Exchange Principal media www.oko.fi/english FOR ADDITIONAL INFORMATION, PLEASE CONTACT President and CEO Mikael Silvennoinen, tel. +358 10 252 2549 Senior Vice President (Corporate Communications) Markku Koponen, tel. +358 10 252 2648 ATTACHMENT ARTICLES OF ASSOCIATION OF OKO BANK PLC Article 1: Business name and domicile The Company's business name is OKO Pankki Oyj in Finnish, OKO Bank Abp in Swedish and OKO Bank plc in English. The Company is domiciled in Helsinki. Article 2: Line of business The Company is the central financial institution of the cooperative banks and as a commercial bank it engages in the business operations set forth in the Act on Credit Institutions. The special purpose of the Company is to promote, as a central financial institution, the activities of the cooperative and other institutions belonging to the OP Bank Group. The Company may own and control shares and other holdings in finance and insurance companies and other entities as well as engage in investment activities. The Company can offer investment services pursuant to Section 3 of the Act on Investment Firms as well as the custodian and asset management services set forth in Section 16, Paragraph 1, Subparagraph 5 of said Act. Article 3: Membership of the amalgamation of the cooperative banks The Company, the central institution of the amalgamation of the cooperative banks, the other entities belonging to the central institution's consolidation group, the central institution's member credit insitutions and the entities belonging to their consolidation groups as well as credit and financial institutions and service companies in which the above-mentioned entities, either alone or together, have a holding of more than one half, form the amalgamation of the cooperative banks pursuant to Section 3 of the Act on Cooperative Banks and Other Cooperative Credit Institutions. The Company is responsible for the debts and commitments of the central institution and its member credit institutions in accordance with Sections 45 and 46 of the Act on Cooperative Banks and Other Cooperative Credit Institutions. The central institution and its other member credit institutions are in turn responsible in the same way for this Company's debts and commitments. The central institution has the right, on the basis of Section 3 of the Act on Cooperative Banks and Other Cooperative Credit Institutions, to supervise the Company's operations and issue the Company with instructions on its internal control and risk management, on its operations in order to ensure liquidity and capital adequacy, and on applying uniform accounting policies when preparing the consolidated financial statement of the amalgamation. Article 4: Shares The Company's shares are divided into Series A and Series K shares. The Company's shares are included in the book-entry securities system. Article 5 The Company's Series K shares can be owned solely by a Finnish cooperative bank, an incorporated cooperative bank and the central institution of the amalgamation of the cooperative banks pursuant to Section 3 of the Act on Cooperative Banks and Other Cooperative Credit Institutions, nor can they be transferred to any other than the mentioned institutions which are entitled to own Series K shares. Article 6 A Series K share can be converted into a Series A share upon the shareholder's demand. The written demand for conversion, which is to be addressed to the Company's Board of Directors, must state the number of shares to be converted as well as the book-entry account in which the book entries corresponding to the shares have been entered. The Company can request that an entry limiting the owner's right to transfer the shares be made in the shareholder's book-entry account for the duration of the conversion procedure. The Company's Board of Directors or a person designated by it shall, within three months of receipt of a demand, deal with the conversion requests presented and report them for registration in the Trade Register. A Series K share will be converted into a Series A share when the entry in the Trade Register has been made. Notification of registration of the conversion will be made to the maker of the demand for conversion and to the book-entry registrar. The Company's Board of Directors will, if necessary, issue more detailed instructions on the conversion procedure. Article 7 If a dividend is paid, Series A shares entitle their owners to an annual distribution of profits which is at least one (1) percentage point higher than the dividend declared on Series K shares. Article 8 Annual General Meeting The Annual General Meeting shall be held each year before the end of May in Helsinki, Espoo or Vantaa. The business of the meeting shall be the presentation of: 1 the financial statements, report by the Board of Directors and the auditors' report; the decision upon: 2 the adoption of the financial statements 3 the disposal of the profit shown on the balance sheet; 4 the granting of discharge from liability to the members of the Board of Directors and the President and CEO; 5 the number of members of the Board of Directors and the number of auditors; 6 the determination of remuneration to be paid to the members of the Board of Directors and to the auditors; the election of: 7 the members of the Board of Directors, excluding the Chairman and Vice Chairman of the Board of Directors, 8 the auditors and, if necessary, a deputy auditor; as well as the consideration of: 9 other matters separately specified in the notice of the General Meeting. Article 9 At a General Meeting, each Series K share confers the right to cast five (5) votes and each Series A share one (1) vote. Article 10 Unless otherwise provided by law, notice of a General Meeting shall be brought to the attention of shareholders not earlier than two months and not later than seventeen days before the General Meeting by publishing the notice in no fewer than two newspapers which are determined by the Board of Directors or by making the notice known to shareholders in some other verifiable manner. In order to participate in a General Meeting, a shareholder must notify the Company of his or her intention to attend the meeting no later than on the date mentioned in the notice of meeting, which may be no earlier than ten days before the General Meeting. Article 11 A General Meeting shall be opened by the Chairman of the Board of Directors or, should he or she be disqualified or prevented from attending, by the Vice Chairman or, should both be disqualified or prevented, by some other member of the Board of Directors. Article 12: Board of Directors The Company has a Board of Directors which shall be responsible for the management and the proper arrangement of the operations of the Company. The Board of Directors shall be composed of a Chairman who is the Chairman of the Executive Board of the central institution of the amalgamation of the cooperative banks pursuant to Section 3 of the Act on Cooperative Banks and Other Cooperative Credit Institutions and a Vice Chairman who is the Vice Chairman of the Executive Board of the central institution as well as a minimum of three (3) and a maximum of eight (8) other members elected by the General Meeting. At least half of the members of the Board of Directors must be members of the Executive Board of the central institution of the amalgamation of the cooperative banks pursuant to Section 3 of the Act on Cooperative Banks and Other Cooperative Credit Institutions. The term of office of the members of the Board of Directors elected by the General Meeting is one (1) year such starting at the close of the General Meeting that has made the election and ending at the close of the next Annual General Meeting. The Board of Directors shall have a quorum when more than half of its members are present. A decision shall be that opinion which has been supported by the majority of those present or, in the event of a tie, the Chairman shall have the casting vote. Article 15: Right of presentation The Company is presented by the members of the Board of Directors and the President and CEO, two together. In addition, the Board of Directors can grant named persons the right to present the Company, either two together or each of them separately together with a person mentioned in Subsection 1 above. Article 14: Financial year The Company's financial year is the calendar year. Article 15: Audit For the purpose of auditing the Company's accounting, financial statements and report by the Board of Directors, as well as administration, a minimum of one and a maximum of three auditors shall be elected and, if none of the auditors is a firm of authorised public accountants referred to in the Finnish Auditing Act, additionally one deputy auditor. The term of office of the auditors shall end with the close of the first Annual General Meeting following their election. The auditor and deputy auditor shall be an authorised public accountant or a firm of authorised public accountants as laid down in the Auditing Act.
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