Evli Oyj — Proxy Solicitation & Information Statement 2019

Feb 13, 2019

Notice of Annual General Meeting of Evli Bank Plc on March 12, 2019

Notice of Annual General Meeting of Evli Bank Plc on March 12, 2019

EVLI BANK PLC STOCK EXCHANGE RELEASE FEBRUARY 13, 2019, AT 3.30 PM

Time:  March 12, 2019 at 9.00 am.
Place: The Helsinki Music Centre (Restaurant-Club), Mannerheimintie 13 A, 00100
Helsinki

Notice is given to the shareholders of Evli Bank Plc to the Annual General
Meeting to be held on March 12, 2019 at 9.00 am. at The Helsinki Music Centre,
Restaurant-Club, Mannerheimintie 13 A, 00100 Helsinki (entrance Kansalaistori
2). The reception of persons who have registered for the meeting will commence
at 8.30 am. The meeting will be held in Finnish.

A. Matters on the agenda of the General Meeting

At the General Meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

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

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the financial statements, the Board of Directors' report and
   the auditor's report for the year 2018
   Presentation of the review by the CEO

7. Adoption of the financial statements, which means also the adoption of the
   consolidated financial statements

8. Resolution on the use of the profit shown on the balance sheet and the
   payment of dividend
   The Board of Directors proposes to the Annual General Meeting that a dividend of
   EUR 0.61 per series A and series B share be distributed based on the adopted
   balance sheet for 2018 and the remaining distributable assets be retained in
   equity. The dividend shall be paid to a shareholder who on the dividend record
   date March 14, 2019 is registered in the shareholders' register of the company
   held by Euroclear Finland Ltd. No dividend is paid on own shares held by the
   Company as treasury shares on the record date for the payment of dividend. The
   Board of Directors proposes that dividend be paid on March 21, 2019.

9. Resolution on the discharge of the members of the Board of Directors and the
   CEO from liability

10. Resolution on the remuneration of the members of the Board of Directors
    Shareholders who represent approximately 75 percent of the voting rights of the
    shares in the company propose that the amount of the remuneration payable to the
    Members of the Board, the Chairmen of the Board Committees and the Chairman of
    the Board would remain unchanged. The amount of the remuneration payable to
    Members of the Board would be EUR 5,000.00 per month, the amount of the
    remuneration payable to the Chairmen of the Board Committees be EUR 6,000.00 per
    month and the amount of the remuneration payable to the Chairman of the Board of
    Directors would be EUR 7,500.00 per month.

11. Resolution on the number of members of the Board of Directors
    Shareholders who represent approximately 75 percent of the voting rights of the
    shares in the company propose that a total of six (6) members be confirmed as
    the number of members in the company's Board.

12. Election of members of the Board of Directors
    Shareholders who represent approximately 75 percent of the voting rights of the
    shares in the company propose that the present members Henrik Andersin, Robert
    Ingman, Mikael Lilius and Teuvo Salminen be re-elected as members of the Board
    of Directors. In addition, Sari Helander, Senior Vice President, Logistics
    Solutions at Posti Group Corporation and Fredrik Hacklin, Professor at Vlerick
    Business School and ETH Zurich would be elected as new members of the Board of
    Directors. The present board member Johanna Lamminen has informed that she will
    no longer be a candidate for Evli's Board of Directors.

All candidates have given their consent to the election. The nominees'
biographical details are available on Evli's website www.evli.com/agm

1. Resolution on the remuneration of the auditor
   The Board of Directors proposes to the Annual General Meeting that the auditor
   be paid a remuneration according to a reasonable invoice approved by the
   company.

2. Election of auditor
   The Board of Directors proposes that the auditing firm PricewaterhouseCoopers Oy
   be elected as the company's auditor. PricewaterhouseCoopers Oy has notified the
   Company that Authorized Public Accountant Jukka Paunonen, would be the
   principally responsible auditor.

3. Authorizing the Board of Directors to decide on the repurchase of the
   company's own shares
   The Board of Directors proposes that the Annual General Meeting authorize the
   Board of Directors to decide on the repurchase of the company's own series A and
   series B shares in one or more lots as follows:

The total number of own series A shares to be repurchased may be a maximum of
1,540,752 shares, and the total number of own series B shares to be repurchased
may be a maximum of 849,390 shares. The proposed number of shares represents
approximately 10 percent of all the shares of the company on the date of the
Notice of the Annual General Meeting.

Based on the authorization, the company's own shares may only be repurchased
with unrestricted equity.

The company's own shares may be repurchased at the price formed for series B
shares in public trading or at the price otherwise formed on the market on the
purchase day.

The Board of Directors will decide how the company's own shares will be
repurchased. Financial instruments such as derivatives may be used in the
purchasing. The company's own shares may be repurchased in other proportion than
the shareholders' proportional shareholdings (private purchase). Shares may be
repurchased through public trading at the prevailing market price formed for the
B-shares in public trading on the Nasdaq Helsinki Oy on the date of repurchase.

The authorization will replace earlier unused authorizations to repurchase the
company's own shares. The authorization will be in force until the next Annual
General Meeting but no later than until June 30, 2020.

1. Authorizing the Board of Directors to decide on the issuance of shares as
   well as the issuance of options and other special rights entitling to shares

The Board of Directors proposes that the Annual General Meeting authorize the
Board of Directors to decide on the issuance of shares and special rights
entitling to shares pursuant to chapter 10, section 1, of the Companies Act in
one or more lots, for a fee or free of charge.

Based on the authorization, the number of shares issued or transferred,
including shares received based on special rights, may total a maximum of
2,390,142 series B shares. The proposed number of shares represents
approximately 10 percent of all the shares of the company on the date of the
Notice of the Annual General Meeting. Of the above-mentioned total number,
however, a maximum of 478,028 shares may be used as part of the company's share-
based incentive schemes, representing approximately 2 percent of all the shares
of the company on the date of the Notice of the Annual General Meeting.

The authorization will entitle the Board of Directors to decide on all the terms
and conditions related to the issuing of shares and special rights entitling to
shares, including the right to deviate from the shareholders' pre-emptive
subscription rights. The Board of Directors may decide to issue either new
shares or any own shares in the possession of the company.

The authorization will replace earlier unused authorizations concerning the
issuance of shares as well as the issuance of options and other special rights
entitling to shares. The authorization is proposed to be in force until the end
of the next Annual General Meeting but no longer than until June 30, 2020.

B. Documents of the General Meeting

The above-mentioned proposals for the decisions on the matters on the agenda of
the Annual General Meeting as well as this notice, the financial statements, the
Board of Directors' report and the auditor's report of Evli Bank Plc will be
available on Evli Bank Plc's website at www.evli.com/agm no later than Tuesday
February 19, 2019. The proposals for decisions and the other above-mentioned
documents will also be available at the meeting. Copies of these documents and
of this notice will be sent to shareholders upon request. The minutes of the
General Meeting will be available on the above-mentioned website as from March
26, 2019 at the latest.

C. Instructions for the participants of the General Meeting

1. Shareholders registered in the shareholders' register

Each shareholder who is registered on the record date, February 28, 2019, in the
shareholders' register of the company held by Euroclear Finland Ltd has the
right to participate in the General Meeting. A shareholder whose shares are
registered on his/her personal Finnish book-entry account is registered in the
shareholders' register of the company.

A shareholder who is registered in the shareholders' register of the company and
who wants to participate in the General Meeting shall register for the meeting
no later than March 4, 2019 by 4.00 pm. by giving a prior notice of
participation which shall be received by the company no later than on the above-
mentioned date.

Such notice can be given:
a)     on Evli's website www.evli.com/agm;
b)    by e-mail at ir@evli.com
c)     by telephone at +358 (0)9 476 690, Mon-Fri 9.00 am. to 4.30 pm.;
d)    by regular mail to Evli Bank Plc, AGM, PO Box 1081, FI-00101 Helsinki.

In connection with the registration, a shareholder shall notify his/her name,
personal identification number / business identity code, address, telephone
number and the name of a possible assistant or proxy representative and the
personal identification number of a proxy representative. The personal data
given to Evli Bank Plc will only be used in connection with the General Meeting
and with the processing of related registrations.

The shareholder, his/her authorized representative or proxy representative
shall, where necessary, be able to prove his/her identity and/or right of
representation.

1. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
General Meeting by virtue of such shares, based on which he/she on the record
date of the General Meeting, i.e. on February 28, 2019, would be entitled to be
registered in the shareholders' register of the company held by Euroclear
Finland Ltd. The right to participate in the General Meeting requires, in
addition, that the shareholder based on such shares has been registered into the
temporary shareholders' register held by Euroclear Finland Ltd. no later than
March 7, 2019 at 10 am. As regards nominee registered shares this constitutes
due registration for the General Meeting.

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary shareholder's
register of the company, the issuing of proxy documents and registration for the
General Meeting from his/her custodian bank. The account management organization
of the custodian bank has to register a holder of nominee registered shares who
wants to participate in the General Meeting into the temporary shareholders'
register of the company no later than the time stated above.

1. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise his/her rights
at the meeting by way of proxy representation.

A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at the
General Meeting. When a shareholder participates in the General Meeting by means
of several proxy representatives representing the shareholder with shares at
different securities accounts, the shares by which each proxy representative
represents the shareholder shall be identified in connection with the
registration for the General Meeting.

Any proxy documents should be delivered in originals to Evli Bank Plc, AGM, P.O.
Box 1081, FI-00101 Helsinki before the last date for registration.

1. Other instructions and information

Pursuant to chapter 5, section 25 of the Limited Liability Companies Act, a
shareholder who is present at the General Meeting has the right to request
information with respect to the matters to be considered at the meeting.

On the date of this notice to the General Meeting February 13, 2019, the total
number of shares of Evli Bank Plc is 23,901,420 shares divided into 15,407,519
series A shares and 8,493,901 series B shares. According to the Articles of
Association, each A share entitles the holder to twenty (20) votes and each B
share to one (1) vote at the General Meeting.

Breakfast will be served to the shareholders before the General Meeting,
starting at 8.30 am.

Helsinki, February 12, 2019

EVLI BANK PLC
Board of Directors

For additional information, please contact:
Mikaela Herrala, IR and Communications Manager, Evli Bank Plc, tel.
+358 50 544 5740, mikaela.herrala@evli.com

Evli Bank Plc

Evli is a bank specialized in investments that helps institutions, corporations
and private persons increase their wealth. The product and service offering
includes mutual funds, asset management and capital markets services,
alternative investment products, investment research, administration of
incentive programs and Corporate Finance services. The company also offers
banking services that support clients' investment operations. Evli is the
highest ranked and most used institutional asset manager in Finland*.

Evli has a total of EUR 11.4 billion in client assets under management (net
12/2018). The Evli Group's equity capital totals EUR 77.4 million and its BIS
capital adequacy ratio is 16.2 percent (December 31, 2018). The company has more
than 250 employees. Evli Bank Plc's B shares are listed on Nasdaq Helsinki Ltd.

*KANTAR SIFO Prospera External Asset Management Finland 2015, 2016, 2017, 2018,
SFR Scandinavian Financial Research Institutional Investment Services, Finland
2015, 2016, 2017, 2018.

Distribution: Nasdaq Helsinki Ltd, main media, www.evli.com

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