2013-03-22 15:31:56 -
Pohjola Bank plc
Stock Exchange Release
22 March 2013, 4.30 pm
Decisions by Pohjola Bank plc's Annual General Meeting
Pohjola Bank plc's Annual General Meeting (AGM) of 22 March 2013 adopted the
Financial Statements for 2012, discharged members of the Board of Directors and
the President and CEO from liability and decided to distribute a dividend of EUR
0.46 per Series A share and EUR 0.43 per Series K share. The AGM confirmed the
number of members of the Board of Directors at eight. Marja Partio was elected
to the Board of Directors as a new member. The AGM also approved the proposal by
the Board of Directors for a Board share issue authorisation.
DECISIONS BY THE AGM
1. Adoption of the Financial Statements
The AGM adopted the Parent Company Income Statement and
Balance Sheet for 2012
and the Consolidated Income Statement and Balance Sheet for 2012.
2. Dividend distribution, and donations and other charitable contributions
The AGM decided to distribute a per-share dividend of EUR 0.46 for Series A
shares and EUR 0.43 for Series K shares. The dividend record date is 27 March
2013 and the payment date 5 April 2013.
In addition, the AGM decided to reserve a maximum of 150,000 euros for use by
the Board of Directors for donations and other charitable contributions.
3. Discharge from liability
The AGM discharged the Board members and the President and CEO from liability
for the financial year 2012.
4. Board of Directors
The AGM confirmed the number of Board members at eight (8).
The AGM elected the following members to the Board of Directors until the
closing of the next AGM: Jukka Hienonen, President and CEO; Jukka Hulkkonen,
Managing Director; Mirja-Leena (Mirkku) Kullberg, Managing Director; Marjo
Partio, Managing Director; Harri Sailas, President and CEO; and Tom von Weymarn.
Marjo Partio is a new member of the Board of Directors.
In addition to the abovementioned Board members, Reijo Karhinen, Chairman of the
Executive Board of OP-Pohjola Group Central Cooperative, the parent institution,
acts as the Chairman of the Board of Directors and Tony Vepsäläinen, Vice
Chairman of the Executive Board of OP-Pohjola Group Central Cooperative and
Chief Business Development Officer, as Vice Chairman, in accordance with the
Articles of Association.
The monthly Board emoluments approved by the AGM are as follows: Chairman 8,000
euros, Vice Chairman 5,500 euros and other members 4,500 euros. An additional
monthly emolument of 1,000 euros is paid to a Board committee chair who is not
the Chairman or Vice Chairman of the Board. Monthly emoluments are treated as
pensionable salary. In addition, all Board members receive an attendance
allowance of 550 euros per meeting.
The AGM re-elected KPMG Oy Ab, a firm of authorised public accountants, to act
as the auditor, with Sixten Nyman, APA, acting as the chief auditor, appointed
by KPMG Oy Ab.
The AGM decided that the auditors' remuneration be based on an invoiced amount
approved by the Company.
6. Board authorisation to decide on a share issue
The AGM decided to authorise the Board of Directors to decide on one or several
rights issues. The total number of Series A and Series K shares offered for
subscription in such a rights issue may not exceed 24,000,000 and 6,000,000,
The Board of Directors is also authorised to waive the shareholders' pre-emptive
right (private placement), should there be, from the Company's perspective, a
financially cogent reason to do so, in accordance with the Limited Liability
Companies Act. In such a case, this authorisation may be exercised for the
purpose of financing and executing company acquisitions or other transactions
relating to the Company's business.
The authorisation contains the Board of Directors' right of stipulating the
terms and conditions of a share issue and on other matters relating to these
measures. The Board of Directors also has the right to determine whether the
subscription price is to be entered in full or in part in the Company's reserve
for invested non-restricted equity or in share capital.
The authorisation is effective until 22 March 2014.
7. President and CEO's review and Minutes of the AGM
The presentation material based on the President and CEO's review at the AGM
will be available in Finnish, Swedish and English on the Company's website. The
Minutes of the AGM will be available on the Company's website on 5 April 2013,
at the latest.
Pohjola Bank plc
Chief Communications Officer
NASDAQ OMX Helsinki Ltd
LSE London Stock Exchange
SIX Swiss Exchange
FOR MORE INFORMATION, PLEASE CONTACT
Niina Pullinen, Senior Vice President, Investor Relations, tel. +358 (0)10
Pohjola Bank plc is a Finnish financial services group which provides its
customers with banking, non-life insurance and asset management services. Our
mission is to promote the sustainable prosperity, security and well-being of our
customers. Profitable growth and an increase in company value form our key
objectives. Pohjola Group serves corporate customers in Finland and abroad by
providing an extensive range of financial, investment, cash- management and non-
life insurance services. We offer non-life insurance and private banking
services to private customers. Pohjola Series A shares have been listed on the
Large Cap List of the NASDAQ OMX Helsinki since 1989. The number of shareholders
totals around 32,000. Pohjola's consolidated earnings before tax came to 374
million euros in 2012 and the balance sheet total amounted to 45 billion euros
on 31 December 2012. Pohjola is part of OP-Pohjola Group, the leading financial
services group in Finland with over four million customers.
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Source: Pohjola Pankki Oyj via Thomson Reuters ONE