The Combination Agreement sets out an arrangement (the “Arrangement”) by which Evli will demerge through a partial demerger into a new asset management group that will be listed (“New Evli”) and a company that will carry on Evli’s banking services and into which Fellow Finance will merge (the combined company formed in the merger of Fellow Finance and the company that will carry on Evli’s banking services is hereinafter referred to as “Fellow Bank”). In connection with the Arrangement, New Evli, Taaleri Plc and a company owned by Fellow Finance’s CEO Teemu Nyholm will capitalise Fellow Bank in a directed share issue in order to secure a level of own funds that substantially exceeds authority requirements.

The Arrangement is intended to be completed during the first half of 2022.
Reasons for and goals of the arrangement

Evli announced on 22 January 2021 that its board of directors had decided to commence a strategic review regarding the future of its banking services. In the evaluation, Evli assessed, among other things, the business and financial effects of a possible exit from banking services. As a result of the evaluation, Evli has in negotiations with Fellow Finance reached a solution in which the assets and resources of current Evli’s investment services are to be separated from Evli's banking services.

In connection with the separation of Evli’s banking services, Fellow Finance will merge into Evli, being the entity carrying on banking services, and the two combined will become Fellow Bank. Fellow Bank’s aim is to be the leading Finnish customer-focused digital bank for individuals and SMEs as well as savers looking to receive interest income from deposits. Fellow Bank’s business will be based on offering its customers banking services in a simple, understandable and responsible manner. The core of Fellow Bank’s operations will be Fellow Finance’s unique expertise in lending and assessment of creditworthiness as well as digital services combined with Evli’s expertise in banking and risk management.

Fellow Finance’s Chairman of the Board Kai Myllyneva: “I am looking forward to launching the new banking business. Combining the strengths of Evli’s banking services with Fellow Finance will open up excellent opportunities for the new Fellow Bank to grow profitably. The new bank will be backed by financially strong owners who are highly committed to developing the bank’s operations. The commitment of and funding by the main owners will give the new Fellow Bank a very high level of own funds.”

Evli’s CEO Maunu Lehtimäki: “Evli's strategic goal is to strengthen its position as a leading Nordic wealth manager. The focus of the strategy is on developing and growing international sales and alternative asset classes, as well as strengthening domestic market leadership in both private and institutional wealth management and among corporate clients. Evli announced in January that its board of directors had decided to commence a strategic review regarding the future of its banking services. The review found that significant improvement of the profitability of credit institution operations would require a more extensive customer base and service offering. The proposed solution in which Evli’s banking services would merge with one of Finland’s leading digital service providers in the field of consumer credit and corporate lending, Fellow Finance, will make this possible and create a solid foundation for a well-capitalised new bank for the digital age that will combine the core expertise of both companies.”

Fellow Finance's CEO Teemu Nyholm: “The combination of Fellow Finance and Evli will create a unique new bank in Finland. Our future business model will enable us to offer even more comprehensive services to our private and corporate customers, to expand our client base and offer our customers a variety of financing products at highly competitive interest rates. Cooperating with Evli to serve Evli’s customers with respect to deposits combined with the ability to offer competitive interest rates on deposits provides a solid foundation to increase the bank’s deposited assets. Our digital and customer-oriented service model, operative efficiency and credit risk management expertise as well as our existing extensive customer base will enable profitable future growth for Fellow Bank.”
Business of Fellow Bank

Fellow Bank’s aim is to be a leading Finnish, customer-oriented, digital bank for private persons, SMEs as well as savers looking receive interest income from deposits. Fellow Bank’s main purpose is to offer banking services to its customers in a simple, understandable and responsible manner - in other words, to help its private and corporate customers to manage their day-to-day finances in a straightforward manner.

Fellow Bank is backed by financially strong owners and the company will be well-capitalised from the commencement of its operations. The capital adequacy target (CET1) set by the company is 18 percent, and the company will have over EUR 30 million in equity when starting operations, which will enable significantly growing the lending portfolio. The bank’s deposits will be within the scope of Finland's deposit guarantee scheme. Risk management will be based on Fellow Finance’s credit risk management expertise and its credit risk model developed over the years based on over 200 000 granted credits and machine learning as well as on Evli’s solid expertise in banks’ risk management.

Fellow Finance’s and Evli’s existing extensive client base and business provide a solid foundation for the growth of Fellow Bank’s operations. Through Fellow Finance, the combined company will have a large customer base in consumer and SME finance and, through Evli, in deposit customers.

In the coming years, Fellow Bank will seek growth particularly from the improvement of the company’s competitiveness enabled by decreasing funding costs. Decreasing funding costs are expected to open up opportunities to offer customers financing at more competitive interest rates and to invest more strongly in the acquisition of new customers and in marketing as well as the opportunity to provide customers more comprehensive services and to expand into new customer segments and product areas.

Fellow Bank will target a high level of profitability for its business. The company’s profitability is expected to be supported particularly by being able to decrease its funding costs by virtue of the business model based on deposits as well as by the high operative efficiency of the bank’s digital operating model. Fellow Finance’s expertise in credit risk management is expected to enable profitable lending to customers.

The stability of the growth of Fellow Bank’s business will be supported by strong capital levels, the commitment of its anchor owners to the development of the business, the generally stable nature of its business model based on the interest margin of the lending portfolio and the more predictable regulatory environment for credit institutions.

According to its preliminary business plan, Fellow Bank will offer private individuals deposit accounts, credit cards, consumer credit, vehicle loans and e-commerce payment services. Private individuals who value banking services that make managing their finances easy are a key customer segment. The focus of services for private individuals will be the company’s digital service through which the Fellow Bank will offer its customers easy-to-use solutions to manage their finances and make payments. Private customers will be offered financing responsibly and at interest rates that are competitive with commercial banks.

According to the preliminary business plan, corporate customers will be offered deposit accounts, receivable invoice financing, business loans, credit cards, invoicing and payment reminder services as well as automated integration with accounting services. A particular target group will be SMEs which have an established and healthy business and are looking for comprehensive and easily integrated banking, financing and financial administration services from a single provider.

A particular target group with respect to deposit customers is depositors looking for safe and steady income and value a competitive interest rate, the safety and simplicity of deposits as an investment as well as easy customer on-boarding. Additionally, Fellow Bank is planned to offer Evli’s existing customers an integrated and competitive alternative for cash assets and deposits in cooperation with New Evli. Crowdfunding will continue to serve current and new loan investor customers.

Outside of Finland, Fellow Finance has operational business infrastructure in Germany, Poland, Denmark, Sweden and the Czech Republic. The focus of Fellow Bank’s business in its first years of operation will be on the Finnish market and the company will assess its opportunities to grow its business on international markets in the years to come.

Fellow Bank’s organisation will consist of Fellow Finance’s current personnel and such Evli’s personnel as will remain in Evli after the Demerger. Such personnel of Evli comprise approximately 12 persons according to an initial estimate. Evli’s personnel will strengthen Fellow Bank’s organisation particularly with respect to deposit bank expertise, risk management and supervision, compliance and financial administration. Fellow Finance’s personnel will form the core of Fellow Bank’s business units, credit risk management, IT development and support functions. Fellow Bank will have a total of approximately 80 employees at the completion of the Arrangement.

It has been agreed in the Combination Agreement that Fellow Finance’s CEO Teemu Nyholm will be appointed as the CEO of Fellow Bank. A shareholders’ nomination board will be established for the purpose of preparing proposals for the election of the board of directors. The largest shareholders of the future Fellow Bank have initiated measures pursuant to the Combination Agreement to prepare a proposal for the election of the board of directors, which proposal will be presented to the general meetings of shareholders convening to approve the Merger.

As part of the Merger, it is proposed that Evli’s general meeting to be held prior to the completion of the Merger resolve to establish a shareholders’ nomination board for Fellow Bank and approve a charter for the nomination board.
Preliminary financial targets on Fellow Bank

Fellow Bank will seek to achieve strong annual lending portfolio and revenue growth. It will seek growth from the opportunity to offer comprehensive banking services to customer base increasing in size, while decreasing funding costs are expected to improve competitiveness.

Fellow Bank will aim for return on equity of over 15 percent and an operating profit margin of over 20 percent in its operations over the long term. Particularly in the first two years, profitability is expected to be weighed down by strong credit portfolio growth and the front-end-weighted costs of customer acquisition. The bank is expected turn its results of operations strongly profitable by positive interest margin development.

The launch of banking services will not require extensive new investments from Fellow Bank into the development of the business or into new IT systems. Fellow Finance’s investments in 2021 into new products — credit cards, online sales payments and mobile applications — are expected to support the growth of future banking operations.

The capital adequacy target (CET1) set by the company is 18 percent, and the company will have over EUR 30 million in equity when starting operations, which will enable significantly growing the lending portfolio. During the next years, Fellow Bank will further strengthen its capital structure where required by increasing credit volumes. Over the longer term, Fellow Bank’s results of operations are expected to be strongly positive and to cover increases in the capital requirements.
Effects on customers

The Arrangement will not have direct effects on existing finance or loan investment customers. Fellow Finance and the future Fellow Bank will continue to serve their customers as before.
Implementation of the arrangement

The proposed Arrangement is intended to be carried out through a partial demerger pursuant to the Finnish Act on Commercial Banks and the Finnish Companies Act (the “Demerger”) and an absorption merger (the “Merger”) in which Fellow Finance will merge into Evli.

In the Demerger, the assets and liabilities relating to Evli's asset management services, custody, clearing and settlement, and trading services and their support services (i.e. the operations falling under the investment firm authorisation) will transfer without a liquidation procedure to New Evli. Evli will retain the assets and liabilities relating to banking services, i.e. the operations falling under the credit institution licence.

The intention is for New Evli to apply for authorisation as investment firm. In the Demerger, Evli’s shareholders will receive class A and B shares in New Evli in proportion to their holdings of class A and B shares in Evli. It is intended to apply for the listing of New Evli’s class B shares on the official list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”).

In the Merger that is to take place after the Demerger, Evli's class A shares will be converted into class B shares so that the company will only have a single share class. The valuation of Fellow Finance’s share capital in the merger is approximately EUR 25.2 million, which is based on the volume-weighted average price of Fellow Finance’s share of EUR 3.5137 per share for the 20 trading days preceding the signing of the Combination Agreement. The aggregate value of Evli’s share capital following the Demerger (i.e. the value of Evli’s banking services in the Merger) has been set at approximately EUR 13.9 million, which is based on negotiations between the parties on the value of the banking services. Thus, Evli’s value in the Merger is EUR 0.5856 per current share in Evli. In the Merger, Fellow Finance’s shareholders will receive as merger consideration six shares of Evli’s combined share class for each share they own in Fellow Finance.

The merger will be carried out as an absorption merger in accordance with the Finnish Act on Commercial Banks and the Finnish Companies Act, in which all of Fellow Finance’s assets and liabilities will transfer to Evli without a liquidation procedure immediately subsequent to the Demerger. Fellow Finance shall automatically dissolve as a result of the implementation of the Merger. In the Arrangement, Evli’s authorisation as a deposit bank will remain in force, but Fellow Bank will not engage in asset management or other investment services. Fellow Finance’s authorisation as a payment institution will be cancelled in connection with the Merger.

In connection with the completion of the Merger, Fellow Bank, i.e. the combined company, will issue new shares in Fellow Bank to New Evli, Taaleri Plc and Teemu Nyholm’s company TN Ventures Oy in order to strengthen the bank’s core Tier 1 capital and own funds. The subscription price for the new shares will be the same price per share as has been used to determine the exchange ratio for Fellow Finance’s share, i.e. EUR 0.5856 per new share in Fellow Bank, and Fellow Bank will receive approximately EUR 11.7 million of additional capital through the share issues. Taaleri Plc and TN Ventures Oy have irrevocably undertaken to subscribe and pay for the new shares in Fellow Bank. New Evli’s undertaking to subscribe for and pay new shares in Fellow Bank has been agreed in the Combination Agreement.

Shareholders representing approximately 53.4 percent of the shares and approximately 70 percent of the votes of Evli and shareholders representing approximately 42 percent of the shares and votes of Fellow Finance have undertaken to vote in favour of the Arrangement in the general meetings of shareholders of Evli and Fellow Finance.

li’s board of directors has unanimously decided to approve the Arrangement and the entry into the Combination Agreement. In Fellow Finance’s board of directors, Kai Myllyneva (Chairman), Karri Haaparinne, Harri Tilev and Tero Weckroth have supported the Arrangement and the entry into the Combination Agreement, and Michael Schönach has opposed it. The basis for the opposition has been the directed share issue pursuant to the Arrangement. The purpose of the directed share issue is to secure such Tier 1 core equity as is required for the Arrangement and Fellow Bank’s operations in accordance with its business plan. The directed share issue will be decided by Evli’s Extraordinary General Meeting to be convened later, which will also deal with the Demerger and the Merger.
Financial implications of the arrangement

In the Demerger, Evli’s equity will be divided so that approximately EUR 6.4 million of Tier 1 core equity (CET 1), as defined in capital requirement regulations, will remain in Fellow Bank. At the end of June 2021, Evli's total equity was approximately EUR 97.6 million. Evli’s equity exceeding the amount remaining in Fellow Bank, approximately EUR 91.2 million as at the end of June 2021, will be transferred to New Evli in the Demerger.

In the Demerger, Evli’s credit institution operations will remain in Fellow Bank. As a result, customer deposits in Evli, approximately EUR 418.7 million at the end of June 2021, will remain in Fellow Bank. In the Demerger, assets and liabilities related to activities other than credit institution activities will be transferred to New Evli.

In the Merger, Fellow Finance’s equity, which as at the end of March 2021 amounted to approximately EUR 14 million, will transfer to Fellow Bank. Fellow Finance’s assets and liabilities will also transfer to Fellow Bank in the Merger.

As a result of the directed share issue, Fellow Bank’s equity will increase, strengthening the bank's solvency. Fellow Bank will receive in total approximately EUR 11.7 million in new equity in the share issue. Fellow Bank’s equity will be over EUR 30 million upon the completion of the Arrangement.

The estimated impact on the financial position of New Evli and Fellow Bank is based on the situation as at the end of June 2021. The financial position of New Evli and Fellow Bank upon the completion of the Arrangement will depend on the development of the financial position of Evli and Fellow Finance up to the completion of the Arrangement. The estimates set out above are based on present plans, estimates, projections and expectations and are not guarantees of future financial position. They are based on certain expectations and assumptions, which, even though they seem to be reasonable at present, may turn out to be incorrect. There can therefore be no assurance that the financial position of New Evli and Fellow Bank would not be different from what has been set out above nor that such difference would not be material.
Conditions for completion of the arrangement

Pursuant to the Combination Agreement, the implementation of the Arrangement is conditional on the following:

i. shareholders of Fellow Finance having duly approved the Merger in the extraordinary general meeting of shareholders of Fellow Finance;

ii. shareholders of Fellow Finance representing no more than 10 per cent of all shares and votes in Fellow Finance having demanded redemption of their shares in Fellow Finance pursuant to Chapter 16, Section 13 of the Finnish Companies Act;

iii. shareholders of Evli having duly approved the Arrangement in the extraordinary general meeting of shareholders of Evli;

iv. the authority approvals and authorisations pursuant to the Combination Agreement having been received;

v. Evli having obtained from Nasdaq Helsinki written confirmations that the shares issued as consideration in the Merger, the shares pursuant to the conversion of Evli’s class A shares and the shares issued in the directed share issue, as well as the shares in New Evli, will take place as at or promptly after the Effective Date;

vi. no event, circumstance or change having occurred on or after the date of the Combination Agreement that would have a material adverse effect, as defined in the Combination Agreement;

vii. there being no material breach of the representations given by either Evli or Fellow Finance, the direct consequence of which would be a material adverse effect, as defined in the Combination Agreement;

viii. the Finnish tax authorities not having changed their assessment of the tax neutrality of the Arrangement with respect to Evli, Fellow Finance or New Evli or their shareholders; and

ix. the Combination Agreement remaining in force and not having been terminated in accordance with its terms and the undertakings by Taaleri Plc and TN Ventures Oy remaining in force and not having been terminated in accordance with their terms.

The intention is to carry out the Arrangement fully and simultaneously once the conditions for it have been met.

The merger plan and demerger plan relating to the Arrangement are intended to be finalised and signed during the third quarter of the current year. The extraordinary general meetings of shareholders of Evli and Fellow Finance are intended to be convened to consider the resolutions required to carry out the Arrangement by the end of 2021. The Arrangement is intended to be carried out in full during the first half of 2022.

The implementation of the Arrangement requires several authority authorisations and approvals, such as authorisation as an investment firm for New Evli, in respect of which an application will be filed with the Finnish Financial Supervisory Authority, approval of qualified holdings by the European Central Bank and the Finnish Financial Supervisory Authority in respect of Fellow Bank and New Evli, as well as the review of the demerger and merger plans by the Finnish Financial Supervisory Authority and their registration with the Trade Register. In the parties’ assessment, the Arrangement will not result in an obligation to file a merger control notification with the Finnish Competition and Consumer Authority or competition authorities in other countries.

Evli will before the extraordinary general meetings of Evli and Fellow Finance publish a prospectus for the purposes of the Demerger and the listing of New Evli as well as a prospectus for the listing of the shares to be issued as consideration in the Merger, the shares in Fellow Bank in connection with the directed share issue and the conversion of class A shares into class B shares.
Combination agreement

Fellow Finance and Evli signed the Combination Agreement on 14 July 2021 in which Fellow Finance and Evli have agreed on the Arrangement and on carrying out the measures related thereto.

The Combination Agreement contains certain customary representations and warranties as well as undertakings, such as each party conducting its business in the ordinary course of business before the completion of the Arrangement, keeping the other party informed of any and all matters that may be of material relevance for the purposes of effecting the completion of the Arrangement, preparing the necessary filings and notifications and convening the extraordinary general meetings of shareholders. The parties will also seek to ensure that their respective agreements that are material to Fellow Bank’s operations and that could be subject to termination due to the Arrangement will remain in force or are renegotiated or replaced prior to the completion of the Arrangement.

The personnel of Evli who transfer to New Evli will transfer to New Evli in connection with the Demerger on existing terms. Correspondingly, the personnel of Fellow Finance will transfer to Fellow Bank in connection with the Merger on existing terms. The requirements set forth by credit institution and investment service legislation, such as fit and proper requirements and restrictions on incentive schemes, will apply to the key persons and personnel of New Evli and Fellow Bank.

Pursuant to the Combination Agreement, Evli is entitled to distribute assets to its shareholders subject to EUR 6 448 637.65 in core Tier 1 capital (CET1) pursuant to applicable capital requirement regulations remaining in Evli after the Demerger.

In addition, Evli and Fellow Finance have in the Combination Agreement each undertaken to not solicit proposals competing with the Arrangement.

Moreover, Evli and Fellow Finance have given each other certain customary representations and warranties related to, inter alia, the authority to enter into the Combination Agreement, due incorporation, status of the shares in the respective company, preparation of financial statements and interim reports, compliance with applicable licenses, laws and agreements, legal proceedings, ownership of intellectual property, taxes, employees and the due diligence materials provided to the other party. New Evli will also indemnity Fellow Bank against certain potential liabilities relating to Evli’s previous operations.

With the exception of certain jointly incurred costs, Evli and Fellow Finance shall bear their own fees, costs and expenses incurred in connection with the Merger.

The Combination Agreement may be terminated by mutual written consent duly authorised by the boards of directors of Evli and Fellow Finance. Each of Evli and Fellow Finance may terminate the Combination Agreement inter alia if (i) the demerger plan or merger plan cannot be registered on the last business day or October 2021 at the latest (ii) the Arrangement has not been completed by 30 June 2022 (or it becomes evident that the completion cannot take place by that time); (iii) in case of a material adverse effect after the signing date that is incapable of being cured, all as defined and following the consultation and other procedures described in the Combination Agreement; (iv) the extraordinary general meetings of Evli and Fellow Finance have not considered the Arrangement in accordance with the Combination Agreement or if, upon consideration by the relevant extraordinary general meetings, they shall have failed to duly approve the Arrangement or if redemption claims by Fellow Finance’s shareholders or objections by its creditors or, correspondingly, objections by Evli’s creditors would prevent the completion of the Arrangement according to the conditions of the Combination Agreement; (v) if any governmental entity (including the Finnish Financial Supervisory Authority and the European Central Bank) gives an order or takes any regulatory action that is non-appealable and conclusively prohibits the completion of the Merger; or (vi) in case of a material breach by the other party of any of the representations, warranties, covenants or undertakings under the Combination Agreement if such breach has resulted, or could reasonably be expected to result, in a material adverse effect, as described in the Combination Agreement. In the event the Combination Agreement is terminated due to certain reasons specified in the Combination Agreement, the parties have agreed on the payment of a break-up fee and cost coverage of an agreed amount.