
le investment in Finland for the fourth consec-
utive year.
Additional information about responsibility
and responsible investing in 2020 on pages
14-41.
Evli’s shares and share capital
At the end of the year, Evli Bank Plc’s total
number of shares was 24,109,420, of which
14,635,264 were series A shares and 9,474,156
were series B shares. The company held
328,998 series B shares. The company’s share
capital was EUR 30,194,097.31 at the end of
the year. No changes took place in the share
capital.
At the end of the year, Evli had 9,474,156 B
shares subject to public trading on Nasdaq
Helsinki Ltd. Trading in the shares in Janu-
ary-December came to EUR 24.7 million, with
2,465,545 Evli shares traded. The closing price
at the end of December was EUR 12.20. The
highest share price during the year was EUR
13.20 and the lowest was EUR 6.80. Evli’s mar-
ket capitalization was EUR 294.1 million at the
end of December. The market capitalization
is calculated based on both unlisted A shares
and listed B shares.
A shares are valued at the closing value of the
B share at the end of the reporting period.
Additional information on major shareholders,
shareholder allocation, ownership by owner
group and information on share-based key fi-
gures on pages 52-54, Shares and shareholders.
Decisions taken by the annual general
meeting
Evli Bank Plc’s Annual General Meeting was
held in Helsinki on March 9, 2020. The meeting
of Directors. Henrik Andersin, Fredrik Hack-
lin, Sari Helander, Robert Ingman, Mikael Li-
lius and Teuvo Salminen were re-elected to
Evli Bank Plc’s Board of Directors. The mee-
ting attendance fee payable to Board mem-
bers is EUR 5,000.00 per month, and the
attendance fee payable to the Chairmen of the
Committees is EUR 6,000.00 per month. The
meeting attendance fee payable to the Chair-
man of the Board is EUR 7,500.00 per month.
PricewaterhouseCoopers Oy, an auditing
firm, was elected as the auditor, with Jukka
Paunonen, Authorized Public Accountant, as
the principally responsible auditor. The auditor
is paid remuneration according to a reasonab-
le invoice approved by the company.
The Annual General Meeting authorized 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 1,516,088
shares, and the total number of own series B
shares to be repurchased may be a maximum
of 874,055 shares. The number of shares rep-
resents approximately ten 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 repur-
chased 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 sharehol-
dings (private purchase). Shares may be repur-
chased 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, 2021.
The Annual General Meeting authorized 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 Com-
panies 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 2,390,140 series B shares. The
number of shares represents approximately
ten percent of all the shares of the company
on the date of the Notice of the Annual Ge-
neral Meeting. Of the above-mentioned total
number, however, a maximum of 239,014
shares may be used as part of the company’s
share-based incentive schemes, representing
approximately one 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 con-
ditions 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
adopted the financial statements and resolved
in accordance with the proposal of the Board
of Directors to pay EUR 0.66 per share in divi-
dends. The dividend was paid to a shareholder
who on the record date March 11, 2020 was
registered in the shareholders’ register of the
company held by Euroclear Finland Ltd. The
date of the payment of dividends was resolved
to be March 18, 2020. In addition, the Annual
General Meeting granted release from liability
to the Members of the Board of Directors and
the CEO for the 2019 financial year.
The Annual General Meeting approved the
remuneration policy for governing bodies and
decided that the amount of variable remuner-
ation paid to a person employed by Evli may
exceed 100 percent of the total fixed annual
remuneration of the person, subject to the
conditions described below. However, the
variable remuneration component shall not
exceed 200 percent of the total annual fixed
remuneration of the recipient. An individual’s
short-term (one-year earnings criterion) vari-
able remuneration may not exceed 100 per-
cent of an individual’s annual fixed remunera-
tion. However, the combination of short-term
variable remuneration and long-term commit-
ment plan payments may exceed 100 percent
of the individual’s annual fixed remuneration.
However, the aggregate of short-term variab-
le remuneration and long-term commitment
plan payments may not exceed 200 percent
of the individual’s annual fixed remuneration.
The maximum variable remuneration applies
to the remuneration of approximately 30 per-
sons, that is, senior management and certain
key personnel. The variable remuneration is
not used to compensate the Board of Direc-
tors. The maximum variable remuneration
applies until further notice.
The Annual General Meeting confirmed six
as the total number of members of the Board
GOVERNANCE
FINANCIAL REVIEW
RESPONSIBILITY BUSINESS OVERVIEW
ANNUAL REPORT 2020EVLI BANK PLC 50 | 149
FINANCIAL REVIEW