The Finnish Financial Supervisory Authority has approved a supplement to the Finnish language Merger Prospectus prepared for the merger of the remaining Evli and Fellow Finance Plc

EVLI BANK PLC STOCK EXCHANGE RELEASE 18 MARCH 2022 AT 2.00 PM (EET/EEST)

NOT FOR PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, SOUTH AFRICA, HONG KONG, JAPAN, CANADA OR SINGAPORE, NEW ZEALAND, THE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 WOULD REQUIRE ADDITIONAL DOCUMENTS TO BE COMPLETED OR REGISTERED OR REQUIRE ANY MEASURE TO BE UNDERTAKEN IN ADDITION TO THE REQUIREMENTS UNDER FINNISH LAW. SEE “IMPORTANT NOTICE” BELOW.

THE FINNISH FINANCIAL SUPERVISORY AUTHORITY HAS APPROVED A SUPPLEMENT TO THE FINNISH LANGUAGE MERGER PROSPECTUS PREPARED FOR THE MERGER OF THE REMAINING EVLI AND FELLOW FINANCE PLC

The Finnish Financial Supervisory Authority has today on 18 March 2022, approved a supplement to the Finnish language merger and listing prospectus of Evli Bank Plc (“Evli”) prepared for the issuance of merger consideration shares to Fellow Finance Plc’s (“Fellow Finance”) shareholders and applying for the new shares to be issued in connection with the merger to be listed on the official list of Nasdaq Helsinki Ltd (the “Merger Prospectus”).

The supplement to the Merger Prospectus relates to the company announcement published by Fellow Finance on 8 March 2022 relating to the publication of Fellow Finance's Annual Report and Remuneration Report for the year 2021. The Annual Report includes the Fellow Finance's Financial Statements, Board of Directors' report and Auditor's report for the period 1 January–31 December 2021. In addition, the Merger Prospectus is supplemented with information relating to the changes in the management team of the future Fellow Bank Plc, with information relating to the changes in the crowdfunding and peer-to-peer lending business of the future Fellow Bank Plc, with information on regulatory authorisations and approvals received as well as with information regarding authorisations to decide to repurchase of own shares and to issue shares and special rights entitling to shares, both of which authorisations are conditional on the completion of the merger. Moreover, the information on Fellow Finance's share-based incentive schemes and the memberships and partnerships of a member of Fellow Finance's management team, Juha Saari, presented in the Merger Prospectus are supplemented.

The supplement to the Merger Prospectus will be available on or about 18 March 2022 online at Evli’s webpage at www.evli.com/generalmeeting and at at Fellow Finance’s webpage https://www.fellowfinance.com/egm2021.

EVLI BANK PLC

Board of directors

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Further information:

Juho Mikola, CFO, Evli Bank Plc, tel. +358 40 717 8888, juho.mikola@evli.com

Evli and Fellow Finance in brief

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, equity research, incentive plan design and administration as well as Corporate Finance 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 Finland's best expertise in responsible investment.***

Evli has a total of EUR 17.5 billion in client assets under management (net 12/2021). Evli Group's equity capital excluding the distribution liability in accordance with IFRIC 17, totals EUR 118.1 million and its BIS capital adequacy ratio is 15.4 percent (December 31, 2021). The company has around 290 employees. Evli Bank Plc’s 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 the traditional financing and payments to direct transactions between people and businesses. Fellow Finance has intermediated consumer and business financing of more than 900 million euros in Finland, Sweden, Denmark, Germany, Poland and the Czech Republic and served more than 1,000,000 customers. The company is regulated by the Financial Supervisory Authority of Finland as an Authorized Payment Institution and listed on the Nasdaq First North Growth Market Finland.

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

Important Notice

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

This release does neither constitute an offer to sell nor a solicitation of an offer to buy any securities by Evli or Fellow Finance in the United States or any other jurisdiction in which such offering, solicitation or sale would be unlawful. This release must not be forwarded, distributed or sent, directly or indirectly, in whole or in part, in or into the United States or any jurisdiction where the distribution of this release would breach any applicable law or regulation or would require any registration or licensing within such jurisdiction. Failure to comply with the foregoing limitation may result in a violation of the U.S. Securities Act or other applicable securities laws. This release is not the Merger Prospectus. Investors are directed to consult the Merger Prospectus for more comprehensive information on the arrangements described therein as well as on Evli and Fellow Bank Plc as well as their respective shares.

This release includes “forward-looking statements” that are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations and assumptions, which, even though they seem to be reasonable at present, may turn out 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 any obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release.

Attachements:

  • Supplement to Merger Prospectus (in Finnish)

Attachment

  • Supplement to Merger Prospectus (in Finnish)
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