Articles of Association

1 § The Company’s Business Name and Domicile

The Company’s business name is Evli Pankki Oyj, in Swedish Evli Bank Abp and in English Evli Bank Plc. The Company is domiciled in Helsinki.

2 § Line of Business

The company practices activities permissible to a deposit bank as defined in the Act on Credit Institutions which includes offering investment and ancillary services as defined in the Act on Investment Services.

3 § Office

The company’s activities are practiced in the headquarters and in possible branch offices and offices acting under the head office. In addition, the company may have branch offices abroad that act under the supervision of the board of directors.

4 § Shares

The Company has series A shares and series B shares. The shares have no nominal value.

Each A share confers twenty (20) votes at the general meeting of shareholders and each B share one (1) vote.

An A share can be converted into B share by using a one to one (1:1) conversion ratio. This can be done on the request of the shareholder and in the case of nominee registered shares, on the request of the custodian entered in the book-entry system.

A written demand concerning conversion addressed to the company must state how many shares are to be converted and the book-entry account in which the book-entries corresponding to the shares shall be entered.

The company may request that an entry restricting the shareholder's right of transfer the period of the con-version procedure shall be entered in the book-entry account of the shareholder. The company shall notify the trade register of the changes in the number of shares in the share classes. The conversion request can be made at any time, but not after the board of directors has made a decision to convene the general meeting of shareholders. A request made between said decision and the following general meeting of shareholders shall be considered as delivered and it will be dealt with after the general meeting of shareholders and the possible record date following it. The shareholder will be charged a fee to the company for carrying out the conversion decided by the board of directors.

Trade register notification regarding the conversion will be done at least twice a year at a time decided by the board of directors.

A demand concerning the conversion can be cancelled up and until a notification regarding the conversion has been delivered to the trade register.

After the cancellation, the company will demand removal of the possible entry regarding restriction on the shareholder’s right of transfer from the book-entry account.

A share will be converted into B share when a record of this has been made in the trade register.

Implementation of the conversion will be notified to the party who has presented the conversion demand and to the book-entry registrar.

The board of directors will, if necessary, decide on more detailed process.

5 § Book-Entry System

The shares of the company are registered in the book-entry system.

6 § The Duties of the Board of Directors and Compositions

The company’s board of directors comprises of a minimum four (4) and a maximum of eight (8) members whose term of office shall end at the conclusion of the first ordinary general meeting of the shareholders following the election. The board of directors shall annually at the first board meeting held following the ordinary general meeting of the shareholders a board chairperson and vice-chairperson from among the board members for a term expiring at the election held after the conclusion of the first following ordinary general meeting.

7 § Managing Director

The company has a managing director elected by the board of directors. The company’s board of directors may elect a deputy managing director.

8 § Representing the Company

The Company is represented by two (2) members of the board of directors and the managing director jointly. The board of directors may authorise other named persons to represent the company two jointly or jointly with a member of the board of directors. In addition the board of directors may grant a power of procuration to represent the company so that the holder of the right of procuration may represent the company together with a member of the board of directors or a person whom the board of directors has given the right to represent the company.

9 § Auditors

The company has one (1) auditor and one (1) deputy auditor or alternatively the auditor is one (1) approved public auditing company. All the auditors shall be auditors or a public accounting company approved by the Central Chamber of Commerce of Finland.

The auditor’s term of office ends at the conclusion of first ordinary general meeting of shareholders held following the appointment.

10 § Notice to the General Meeting of Shareholders

A notice to the general meeting of shareholders shall be published on the company’s webpage and as a stock exchange release not earlier than three (3) months before the record date of the general meeting of shareholders and not later than three (3) weeks prior to the meeting. The notice shall, however, be announced at least nine (9) days before the record date of the general meeting of shareholders. The board of directors may at their discretion decide to announce about the general meeting of shareholders in one or several newspapers.

11 § Registration to Attend

In order to participate in the general meeting of shareholders, a shareholder must notify the company of the intention to attend the meeting at the date mentioned in the notice to convene which can be no earlier than (10) days before the meeting.

12 § The Annual General Meeting of Shareholders

The annual general meeting of shareholders must be held yearly, on a date decided by the board of directors, before the end of June.

The annual general meeting of shareholders shall:

Present:
1. The company’s financial statements and the report of the board of directors;
2. The auditing report;

Decide on:
3. The adoption of the financial statements, which means also the adoption of the consolidated financial statements;
4. Measures called for by the profit shown in the adopted balance sheet;
5. Discharging the board of directors and the managing director from liability;
6. The number of members of the board of directors and auditors and their fees;
7. Auditors’ fees; and

Elect:
8. The members of the board of directors;
9. The auditor.

13 § Financial year

The company’s financial year is a calendar year.

14 § Disputes

Any disputes relating to the application of the Companies Act, shall be settled through arbitration instead of the district court in accordance with the arbitration rules of the Arbitration Board of the Central Chamber of Commerce by one arbitrator. The arbitration proceedings shall take place in Helsinki.

Information updated: November 13, 2015