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2007-03-05 08:59:29 CET 2007-03-05 08:59:29 CET REGULATED INFORMATION OKO Pankki Oyj - Notice to general meetingNotice of the Annual General MeetingThe shareholders of OKO Bank plc are hereby invited to the Annual General Meeting to be held on Tuesday, 27 March 2007, at 2:00 p.m. at the Finlandia Hall Conference Wing, address Mannerheimintie 13, 00100 Helsinki. Registration and distribution of voting slips at the meeting venue at 1:00 - 2:00 p.m. Coffee will be served from 1:00 p.m. Matters to be dealt with 1. Matters assigned to the Annual General Meeting according to Article 10 of the Articles of Association - The presentation of the Financial Statements, the Report by the Board of Directors and the Auditors' Report - The approval of the Financial Statements - Decision to be taken on the use of the profit shown in the approved balance sheet - Decision to be taken on the granting of discharge from liability to the members of the Supervisory Board, members of the Board of Directors, members of the Executive Board and the President - Decision to be taken on the number and remuneration of auditors and the members of the Board of Directors - The election of required members of the Board of Directors, and - The election of auditors. 2. Proposal by the Board of Directors for the amendment of the Company's Articles of Association The Board of Directors proposes that Articles 3 to 15 of the Articles of Association be amended and that Articles 16 to 17 be deleted. The main content of the proposal is as follows: - Provisions on the Company's minimum and maximum share capital and the minimum and maximum number of shares will be deleted. - Provisions on the record date for distribution of assets and share subscription will be deleted. - Provision on representing the Company will be amended to correspond to the provisions of the Companies Act regarding authorisation of representation, and - Provision on the powers of action of the central institution of the amalgamation of the cooperative banks will be specified further in such a way that the central institution has the right 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 statements of the amalgamation. In addition, several other amendments are proposed to be made to the Articles of Association, e.g. in sections regarding the agenda of the General Meeting of Shareholders, the meeting of the Board of Directors and the Company's audit. The amendments are aimed at changing the content of the provisions to conform to the wording of the new Companies Act and the Auditing Act. 3. Proposal by the Board of Directors for granting the Board of Directors an authorisation to issue shares The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors of the Company, for five years as of the AGM, 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 is cancelled. The parent entity's proposal for members of the Company's Board of Directors and auditors The OP Bank Group Central Cooperative (the Central Cooperative), holding around 56.8% of voting rights in the Company, proposes to the Annual General Meeting that ten members be appointed to the Company's Board of Directors: Mr Reijo Karhinen, Executive Chairman of the OP Bank Group and Chairman of the Executive Board of the Central Cooperative and Mr Tony Vepsäläinen, President of the Central Cooperative and Vice Chairman of the Executive Board of the Central Cooperative, who are members of the Company's Board of Directors ex officio, as well as Ms Merja Auvinen, Managing Director; Mr Erkki Böös, Senior Executive Vice President of the Central Cooperative; Mr Eino Halonen, President and CEO; Mr Simo Kauppi, Deputy Managing Director; Ms Satu Lähteenmäki, Professor; Mr Harri Nummela, Executive Vice President of the Central Cooperative; Mr Heikki Vitie, Senior Executive Vice President of the Central Cooperative, and Mr Tom von Weymarn. Of the above-mentioned persons, Mr Nummela is not a current member of the Company's Board of Directors. According to the Articles of Association, at least half of the members of the OKO Bank Board of Directors must be members of the Executive Board of the Central Cooperative which is the central organisation of the amalgamation of cooperative banks. The Central Cooperative has reported to the Company that it will propose the election of KPMG Oy Ab, Authorised Public Accountants, and Mr Raimo Saarikivi, Authorised Public Accountant, as the Company's auditors. Documents of the Meeting Copies of the Financial Statement documents, the above-mentioned proposals by the Board of Directors and other documents with attachments may be reviewed by the shareholders at the Company's Corporate Communications, address Teollisuuskatu 1b, 00510 Helsinki as from 5 March 2007. The documents and the Annual Report for 2006, which is due to be available on week 11, will be mailed on request to shareholders. These documents can be ordered from the Corporate Communications, tel. +358 10 252 2053, fax +358 10 252 2298, e-mail: viestinta@op.fi. Right to attend the Meeting The right to attend the Annual General Meeting is held by shareholders who no later than on 17 March 2007 have been entered as shareholders in the Company's shareholder register kept by Finnish Central Securities Depository Ltd. The nominee-registered shareholders who wish to attend the Meeting can be temporarily entered in the shareholder register. This should be done no later than on 17 March 2007. For temporary registration, the shareholders should contact their custodian. Shareholders who wish to attend the Annual General Meeting shall inform the Company thereof no later than on Thursday 22 March 2007 at 4:00 p.m. Finnish time either - on the Company's website at www.oko.fi/english - by mail to the following address: OKO Bank plc, Ms Heidi Kivenjuuri/C4, P.O. Box 308, FI-00101 Helsinki - by fax to number +358 10 252 2503 - by telephone to number +358 10 252 2900 (on weekdays from 9:00 a.m. to 4:00 p.m.), or by e-mail to oko.kokous@oko.fi. Information shall reach the Company before the closing of the registration period. Shareholders are advised to inform the Company of their name and, in addition, personal identity number or business identity code. Any proxies shall be sent by mail or fax within the registration period. Dividend payout The Board of Directors proposes that a dividend of EUR 0.65 be paid for each Series A share and a dividend of EUR 0.62 for each Series K share for the financial period ended on 31 December 2006. The dividend will be paid to shareholders who, on the record date of dividend payout on 30 March 2007, have been entered in the Company's shareholder register kept by Finnish Central Securities Depository Ltd. The Board of Directors proposes to the Annual General Meeting that the dividend be paid on 10 April 2007. Helsinki, 5 March 2007 OKO Bank plc Board of Directors OKO Bank plc Markku Koponen Senior Vice President DISTRIBUTION Helsinki Stock Exchanges London Stock Exchange SWX Swiss Exchange Principal media www.oko.fi/english FOR ADDITIONAL INFORMATION, PLEASE CONTACT: Mr Markku Koponen, Senior Vice President (Corporate Communications), tel. +358 10 252 2648 |
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