Finance

The Finnish Financial Supervisory Authority has approved a Supplement to the Demerger Prospectus for the demerger of Evli Bank Plc and a Supplement to the Merger Prospectus for the merger of the remainder of Evli and Fellow Finance Plc

Evli Bank and Fellow Finance will complete the arrangement, whereby Evli Bank is demerging into a new asset management company to be listed and a company that will continue banking services and into which Fellow Finance will merge

Evli Pankki Oyj

EVLI BANK PLC STOCK EXCHANGE RELEASE ON MARCH 25, 2022 AT 1:00 PM. (EET/EEST)

NOT FOR PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR TO AUSTRALIA, SOUTH AFRICA, HONG KONG, JAPAN, CANADA OR SINGAPORE, NEW ZEALAND, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION OR DISTRIBUTION WOULD VIOLATE APPLICABLE LAWS OR RULES OR WILL REQUIRE ADDITIONAL DOCUMENTS TO BE COMPLETED OR REGISTERED OR WILL REQUIRE ANY ACTION TO BE TAKEN IN ADDITION TO THE REQUIREMENTS OF FINNISH LAW. SEE “IMPORTANT NOTICE” BELOW.

The Finnish Financial Supervisory Authority approved today, March 25, 2022, a Supplement to the Demerger and Listing Prospectus in Finnish language of Evli Bank Plc (“Evli“) regarding the split and requesting the listing of the class B shares of Evli Plc on the official list of Nasdaq Helsinki Ltd (the “Demerger Prospectus”). In addition, the Finnish Financial Supervisory Authority approved today, March 25, 2022, a supplement to Evli’s Finnish language merger and listing prospectus prepared for the issuance of merger consideration shares to Fellow Finance Plc’s (“Finance Companion”) shareholders and requesting the registration of the new shares to be issued in connection with the merger on the official list of Nasdaq Helsinki Ltd (the “Merger Prospectus”).

The Supplement to the Demerger Prospectus and the Supplement to the Merger Prospectus relate to the stock market announcement issued by Evli on March 23, 2022 that Evli and Fellow Finance have received all regulatory approvals and clearances relating to the partial demerger of Evli and to the merger of Fellow Finance into the company continuing Evli’s banking business and that thereby all material conditions relating to regulatory clearances and approvals agreed in the combination agreement entered into between Evli and Fellow Finance on July 14, 2021 have been satisfied .

The Supplement to the Split Prospectus and the Supplement to the Merger Prospectus will be available on or about March 25, 2022 online at Evli’s webpage at www.evli.com/generalmeeting. In addition, the Merger Prospectus Supplement will be available on or about March 25, 2022 online at Fellow Finance’s webpage www.fellowfinance.com/egm2021.

EVLI BANK PLC

board of directors


Further information :

Juho Mikola, Chief Financial Officer, Evli Bank Plc, tel. +358 40 717 8888, [email protected]


Evli and Fellow Finance in a nutshell

Evli is an investment bank that helps institutions, businesses and individuals grow their wealth. The product and service offering includes mutual funds, asset management and capital markets services, alternative investment products, equity research, plan design and administration. profit-sharing as well as corporate financing services. The company also offers banking services that support clients’ investment operations. Evli is ranked as the best* and most used** institutional asset manager in Finland. Evli also has the best Finnish expertise in responsible investing.***

Evli has a total of €17.5 billion in client assets under management (net 12/2021). The equity of the Evli Group, excluding distribution liabilities in accordance with IFRIC 17, amounts to €118.1 million and its BIS capital adequacy ratio is 15.4% (December 31, 2021). The company has approximately 290 employees. Evli Bank Plc B shares are listed on Nasdaq Helsinki Ltd.

* Kantar Prospera External Asset Management Finland 2015, 2016, 2017, 2018, 2019, 2021, Kantar Prospera Private Banking 2019, 2020 Finland ** Kantar Prospera External Asset Management Finland 2017, 2018, 2019, 2020, 2021 ***SFR Scandinavian Financial Research Institutional Investment Services Finland 2021

Fellow Finance Plc is a loan-based crowdfunding and peer-to-peer lending platform. The company’s mission is to transform traditional financing and payments into direct transactions between individuals and businesses. Fellow Finance has provided personal and corporate finance for over €900 million in Finland, Sweden, Denmark, Germany, Poland and the Czech Republic and has served over one million clients. The company is regulated by the Financial Supervisory Authority of Finland as an Authorized Payment Institution and listed on Nasdaq First North Growth Market Finland.

Distribution: Nasdaq Helsinki, major media, www.evli.com


Important Notice

This press release is not an offering of shares in the United States and is not intended for distribution in the United States or any other jurisdiction in which such distribution would be prohibited by applicable law. Shares of Evli Plc or Fellow Bank Plc have not been and will not be registered under the US Securities Act of 1933 (the “Securities Law”) or the securities laws of any state in the United States, and may not be offered, sold or delivered in the United States except under an applicable exemption or in a transaction not subject to securities law.

This press release does not constitute an offer to sell or a solicitation of an offer to buy securities by Evli or Fellow Finance in the United States or in any other jurisdiction in which such an offer, solicitation or sale would be unlawful. This press release must not be transmitted, distributed or sent, directly or indirectly, in whole or in part, to the United States or to any jurisdiction where the distribution of this press release would violate any applicable law or regulation or would require registration or a license. within such a jurisdiction. Failure to comply with the foregoing limitation may result in a violation of the Securities Act or other applicable securities laws. This press release is not the Demerger Prospectus or the Merger Prospectus. Investors should consult the Separation Prospectus and the Merger Prospectus for fuller information on the arrangements described therein and on Evli Plc nad Fellow Bank Plc and their respective shares.

This release includes “forward-looking statements” that are based on current plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations and assumptions which, although they seem reasonable at the current time, may prove to be incorrect. Shareholders should not rely on these forward-looking statements. Neither Evli nor Fellow Finance, nor any of their respective affiliates, advisors or representatives or any other person undertakes to review or confirm or publicly release any revisions to the forward-looking statements to reflect events that occur or circumstances that arise. after the date of this publication.

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