Oma Savings Bank Plc’s Notice of Annual General Meeting

OMA SAVINGS BANK PLC STOCK EXCHANGE RELEASE, 28 FEBRUARY 2025 AT 09.20 A.M EET, NOTICE OF ANNUAL GENERAL MEETING

Oma Savings Bank Plc’s Notice of Annual General Meeting

NOTICE TO GENERAL MEETING

The shareholders of Oma Savings Bank Plc are invited to the Annual General Meeting to be held on Tuesday 8 April 2025 at 13.00 p.m. (EEST) at Scandic Helsinki Hub, Annankatu 18, Helsinki. The reception of persons who have registered for the meeting and distribution of voting tickets will begin at 11.00 a.m. (EEST) at the Meeting venue. Refreshments will be served before the meeting starting at 11:30 a.m.

The new CEO will be introduced before the Annual General Meeting starting at 12.15 p.m. It is possible to follow the introduction of the CEO and the General Meeting via webcast. Instructions on how to follow the webcast are available on the Company’s website at https://www.omasp.fi/en/annual-general-meeting-year-2025. It is not possible to ask questions, make counterproposals, make other interventions, or vote via webcast. Following the meeting via webcast shall not be considered as participation in the General Meeting or as the exercise of shareholders’ rights.

Prior to the meeting, shareholders may also submit written questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act on matters to be discussed at the meeting. Instructions on how to submit written questions are set out in Section C of this notice to the General Meeting.

A. Matters to be discussed at the General Meeting 

1. Opening the Meeting

2. Matters of order for the Meeting

3. Election of the persons to scrutinize the minutes and to supervise the counting of votes

4. Recording the legal convening of the Meeting and quorum

5. Establishment of the persons present and confirmation of the voting list

6. Presentation of the financial statements, annual report and auditor’s report for the year 2024

Presentation of the CEO’s review.
As of 14 March 2025, the financial statements, the annual report and the auditor’s report are available on the Company’s website at https://www.omasp.fi/en/annual-general-meeting-year-2025.

7. Adoption of the financial statements

8. Resolution on the use of the profit shown on the balance sheet and the distribution of dividend

The Board of Directors proposes that based on the balance sheet adopted for the financial year 2024, a dividend of EUR 0.36 per share be paid, totaling approximately EUR 12.0 million, and that the remainder of the distributable assets will be left in equity.

The dividend shall be paid to shareholders registered in the register of shareholders of the Company maintained by Euroclear Finland Ltd on the record date of 10 April 2025. The Board of Directors proposes that the dividend shall be paid out on 17 April 2025 in accordance with the rules of Euroclear Finland Ltd.

9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability

10. Handling of the remuneration policy for governing bodies

The Board of Directors proposes that the General Meeting approves the updated remuneration policy. In accordance with the Finnish Companies Act, the decision is advisory.

The proposal for the Company’s remuneration policy for governing bodies is attached to this notice as Annex 1 and is available on Oma Savings Bank Plc’s website at https://www.omasp.fi/en/annual-general-meeting-year-2025.

11. Handling of the Remuneration Report for governing bodies

As of 14 March 2025, the remuneration report for governing bodies will be available on the Company’s website at https://www.omasp.fi/en/annual-general-meeting-year-2025.

12. Resolution on the remuneration of the members of the Board of Directors

The Shareholders’ Nomination Committee proposes that remuneration for the members of the Board of Directors to be paid as follows:

Annual fees:

• Chairperson of the Board EUR 85,000
• Vice Chairperson of the Board EUR 60,000
• Other members of the Board EUR 40,000
  
  
• Chairperson of the Remuneration Committee EUR 6,000
• Chairperson of the Risk Committee EUR 9,000
• Chairperson of the Audit Committee EUR 9,000
  
  

Meeting fees:

• Board or Committee meeting EUR 1,000
• Email meeting of the Board or Committee EUR 500

The Shareholders’ Nomination Committee proposes that 25 percent of the annual remuneration of the Board of Directors be paid from the market in Oma Savings Bank Plc’s shares acquired on behalf of the members of the Board of Directors. The shares will be acquired directly on behalf of the members of the Board of Directors at a price formed on the market in public trading when the interim report for the period from 1 January to 31 March 2025 has been published. The Company is responsible for the costs of acquiring the shares and any transfer tax. The rest of the annual fee is paid in cash to cover the taxes arising from the fee.

In addition, Oma Savings Bank Plc pays or reimburses travel expenses and other expenses related to board work to the members of the Board of Directors.

13. Resolution on the number of members of the Board of Directors

The Shareholders’ Nomination Committee proposes that seven members be elected for the Board of Directors.

14. Election of members of the Board of Directors

The Shareholders’ Nomination Committee proposes that the current Board members Juhana Brotherus, Irma Gillberg-Hjelt, Aki Jaskari, Jaakko Ossa, Carl Pettersson, Kati Riikonen and Juha Volotinen having given their consent, shall be re-elected.

1. All candidates are proposed to be elected for the period starting at the Annual General Meeting 2025 and ending at the Annual General Meeting 2026.
2. All nominees have given their consent to the election.
3. At the time of election, all proposed nominees are independent in their relationship with the Company and its significant shareholders.
4. Additional information on the members of the Board of Directors is available on the Company’s website https://www.omasp.fi/en/annual-general-meeting-year-2025.

15. Resolution on the remuneration of the auditor

The Board proposes to the Annual General Meeting that the reimbursements to the auditor are paid on the basis of reasonable invoicing approved by the Company.

16. Election of the auditor

The Board of Directors proposes that KPMG Oy Ab, a firm authorised public accountants, shall continue to be elected as the auditor for the term beginning at the end of the Annual General Meeting 2025 and ending at the Annual General Meeting 2026.

KPMG Oy Ab has indicated that if it is elected as an auditor M.Sc. (Econ.), APA Tuomas Ilveskoski would continue as auditor-in-charge.

17. Resolution on the remuneration of the sustainability reporting assurer

The Board proposes to the Annual General Meeting that the reimbursements to the sustainability reporting assurer are paid on the basis of reasonable invoicing approved by the Company.

18. Election of the sustainability reporting assurer

The Board of Directors, on the recommendation of the audit committee, proposes that KPMG Oy Ab, Authorized Sustainability Audit Firm, be elected as the Company’s sustainability reporting assurer for the term ending upon the conclusion of the next Annual General Meeting. KPMG Oy Ab has informed the Company that Authorised Public Accountant (KHT), Authorized Sustainability Auditor (KRT) Tuomas Ilveskoski would act as the principally responsible sustainability reporting assurer.

19. Proposal by the Board of Directors to amend the Articles of Association

The Board of Directors proposes to the Annual General Meeting that Section 6 (Nomination Committee) of the Company’s Articles of Association be amended by removing the provision regarding the due date for the Committee’s proposals.

The Board further proposes to the Annual General Meeting that Section 10 (Notice of the meeting) of the Company’s current Articles of Association be supplemented with a provision regarding remote meetings. According to the proposed addition, the General Meeting could, by a decision of the Board, be held without a physical meeting venue, allowing shareholders to exercise their decision-making rights in full and in real time through telecommunication and technical means (remote meeting). Shareholders would thus be able to exercise their right to ask questions and vote in the same manner as in a physical meeting.

Additionally, the Board proposes to the Annual General Meeting that Section 12 (General meeting) of the Company’s current Articles of Association, concerning the General Meeting, be supplemented to include provisions on deciding the remuneration of the sustainability reporting auditor and the appointment of the sustainability reporting auditor.

The amended Articles of Association in their entirety are attached as Annex 2 to this notice of the Annual General Meeting.

20. Resolution on the revised Charter of the Shareholders’ Nomination Committee

The Shareholders’ Nomination Committee proposes that the Annual General Meeting resolve on the approval of the revised Charter of the Shareholders’ Nomination Committee.

The proposed amendments to the Charter include, among other things, a provision requiring the Nomination Committee to submit its proposals regarding the composition and remuneration of the Board of Directors to the Company’s Board no later than the end of the calendar month preceding the Board meeting that decides on convening the Annual General Meeting.

Additionally, the Charter is proposed to be amended to include a provision on the maximum continuous term of a Board member, ensuring alignment with the regulations, guidelines, and statements applicable to credit institutions, including the guidelines issued by the European Banking Authority (EBA).

The proposed amendments also include certain technical revisions.

The revised Charter in its proposed amended form is available on the Company’s website at https://www.omasp.fi/en/annual-general-meeting-year-2025.

21. Authorizing the Board of Directors to resolve on a share issue, the transfer of own shares and the issuance of special rights entitling to shares

The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to resolve on the issuance of shares or transfer of the Company’s shares and the issuance of special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act, subject to the following conditions:

Shares and special rights can be issued or disposed of in one or more instalments, either in return for payment or free of charge.

The total number of shares to be issued under the authorisation, including shares acquired on the basis of special rights, cannot exceed 3,000,000 shares, which corresponds to approximately 9 percent of the Company’s total number of shares on the day of the Annual General Meeting on the date of the notice of the meeting.

The Board of Directors decides on all terms and conditions related to the issuance of shares. The authorisation concerns both the issuance of new shares and the transfer of own shares. A share issue and the issuance of special rights entitling to shares include the right to deviate from the pre-emptive right of shareholders if there is a weighty financial reason for the Company (special issue). A special share issue may be free of charge only if there is a particularly weighty financial reason from the point of view of the Company and in the interest of all its shareholders.

The authorisation is proposed to be valid until the end of the next Annual General Meeting, but not later than 30 June 2026. The authorisation revokes previous authorisations given by the Annual General Meeting to decide on a share issue, as well as the option rights and the issuance of special rights entitling to shares.

22. Authorizing the Board of Directors to decide on the repurchase of the Company’s own shares

The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide on the repurchase of the Company’s own shares with funds belonging to the Company’s free equity under the following conditions:

Maximum number of 1,000,000 own shares may be repurchased, representing approximately 3 percent of the Company’s total shares according to the situation on the date of the notice of the meeting, however, that the number of own shares held by the Company does not exceed 10 percent of the Company’s total shares of the Company at any time. This amount includes the own shares held by the Company itself and its subsidiaries within the meaning of Chapter 15, Section 11 (1) of the Finnish Companies Act.

The Board of Directors is authorised to decide how to acquire own shares.

Own shares may be repurchased otherwise than in proportion to the shares held by the shareholders (directed repurchase) at the price formed in public trading organized by Nasdaq Helsinki Ltd or at a price otherwise formed on the market. Own shares may be repurchased in one or more tranches.

Shares purchased by the Company may be held by it, cancelled or transferred. The Board of Directors decides on other matters related to the repurchasing of own shares.

The Board of Directors proposes that the authorisation repeal previous authorisations granted by the Annual General Meeting to decide on the repurchase of own shares.

It is proposed that the authorisation remain valid until the closing of the next Annual General Meeting, but not later than 30 June 2026.

23. Closing the meeting

B. Documents of the General Meeting

This notice, which contains all proposals for resolutions on the agenda of the General Meeting is available on Oma Savings Bank Plc’s website at https://www.omasp.fi/en/annual-general-meeting-year-2025. Oma Savings Bank Plc’s financial statements, annual report, auditor’s report and remuneration report will be available on said website by 14 March 2025. The updated remuneration policy is attached to this notice and is also available at https://www.omasp.fi/en/annual-general-meeting-year-2025. Copies of the above-mentioned documents will be sent to shareholders on request, and they will also be available on the Annual General Meeting.

The minutes of the General Meeting will be available on the above-mentioned website from 22 April 2025 onwards.

C. Instructions for meeting participants

1. Shareholders registered in the shareholders’ register

Shareholders who are registered in the shareholders’ register of Euroclear Finland Oy on the record date of the General Meeting 27 March 2025 are entitled to participate the General Meeting. Any shareholder whose Company shares are recorded in their personal Finnish book-entry account is automatically included in the Company’s shareholders’ register. Changes in the shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder’s voting rights.

The registration period for the General Meeting commences on 6 March 2025 at 9.00 a.m. (EET). A shareholder who is registered in the Company’s shareholders’ register and wishes to participate in the General Meeting must register for the Meeting no later than 1 April 2025 at 4.00 p.m. (EEST), by which time the registration must be received.

A shareholder can register for the General Meeting:

a)   via the Company’s website at https://www.omasp.fi/en/annual-general-meeting-year-2025. Electronic registration requires strong identification of the shareholder or their legal representative or proxy with a Finnish, Swedish, or Danish bank ID, or a mobile certificate.
b)   by e-mail. Shareholders registering by e-mail shall submit the registration form available on the Company’s website https://www.omasp.fi/en/annual-general-meeting-year-2025 or equivalent information to agm@innovatics.fi.
c)   by mail. Shareholders registering by mail shall submit the registration form available on the Company’s website https://www.omasp.fi/en/annual-general-meeting-year-2025 or equivalent information to Innovatics Oy, General Meeting / Oma Savings Bank Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki
d)   by phone to Innovatics Ltd at +358 10 2818 909 on weekdays from 9 a.m. to 12 p.m. and from 1 p.m. to 4 p.m.

In connection with the registration, the shareholder must provide the requested information:

1. his/her name and date of birth or business ID
2. telephone number and/or email address
3. name of the possible assistant or name, date of birth, telephone number and/or e-mail address of the representative
   
   

The personal details that shareholders give to Oma Savings Bank Plc will only be used for purposes associated with the General Meeting and processing the relevant registrations.

The shareholder, his/her authorised representative or proxy representative, shall on demand be able to prove his/her identity and/or right of representation.

Further information related to the registration is available by phone during the registration period of the General Meeting at the phone number of Innovatics Ltd. +358 10 2818 909 on weekdays from 9 a.m. to 12 p.m. and from 1 p.m. to 4 p.m.

2. Holders of nominee-registered shares

A holder of nominee-registered shares is entitled to participate the General Meeting based on the shares, which would entitle them entry into the shareholders’ register held by Euroclear Finland Oy on the record date for the General Meeting 27 March 2025. Participation also requires that the shareholder is temporarily registered in the shareholders’ register held by Euroclear Finland Oy by 3 April 2025 by 10.00 a.m. (EEST) at the latest. In the case of nominee-registered shares, this is considered as registration for the General Meeting. Changes in the shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder’s voting rights.

A holder of nominee-registered shares is advised to request well in advance the necessary instructions from their custodian bank regarding temporary registration in the register of shareholders, the issuing of proxy documents and voting instructions, registration, and attendance at the General Meeting. The account manager of the custodian bank shall register the holder of nominee-registered shares who wishes to participate the General Meeting temporarily in the register of shareholders of the Company by the aforementioned date and time at the latest. Further information is also available on the Company’s website at https://www.omasp.fi/en/annual-general-meeting-year-2025.

3. Proxy representatives and powers of attorney

Shareholders may participate in the General Meeting and exercise their rights through a representative. Shareholder’s representative must identify himself/herself to the electronic registration service with a strong identification, after which he/she can make the registration on behalf of the shareholder he/she represents. A shareholder’s proxy representative must present a dated proxy or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting shall present a dated power of attorney or demonstrate their right to represent the shareholder in some other reliable way. If a shareholder is represented by more than one representative at the General Meeting, each of whom represents the shareholder with shares by the shareholder in different book-entry accounts, the shares by held which each representative represents the shareholder shall be identified in connection with the registration for the General Meeting.

Possible powers of attorney are requested to be delivered before the end of the registration period primarily as an attachment in connection with electronic registration or alternatively or by letter to Innovatics Ltd, General Meeting / Oma Savings Bank Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki or by email to agm@innovatics.fi. In addition to the delivery of proxy documents, the shareholder or his/her proxy representative shall arrange for registration at the General Meeting as described above in this notice.

As an alternative to the traditional power of attorney, shareholders may use the electronic authorisation service for authorising the representative. The representative is appointed on the suomi.fi service at www.suomi.fi/e-authorizations (authorisation matter "Representation at the General Meeting”). At the General Meeting Service, the delegate must identify himself/herself with a strong electronic identification when registering, and then the electronic authorisation is automatically verified. Strong electronic identification occurs with bank IDs or mobile certificate. More information about electronic authorisation is available at www.suomi.fi/e-authorizations.

Model proxy documents and voting instructions are available on the Company’s website https://www.omasp.fi/en/annual-general-meeting-year-2025.

4. Other instructions/information

The meeting language is Finnish.

Shareholders present at the General Meeting have the right to ask questions about the matters discussed at the meeting in accordance with Chapter 5, Section 25 of the Finnish Limited Liability Companies Act. Shareholders may submit questions referred to in Chapter 5, Section 25 of the Limited Liability Companies Act on matters to be discussed at the meeting until 1 April 2025 also by email to lakiasiat@omasp.fi or by letter to Oma Savings Bank Plc, Legal Affairs, Kluuvikatu 3, 6th floor, 00100 Helsinki. The management of the Company will respond to such questions submitted in advance in writing at the General Meeting. At the time of asking a question, the shareholder shall provide an adequate explanation of his/her shareholding.

Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder’s number of votes.

On the date of the notice to the meeting, 28 February 2025, Oma Savings Bank Plc has a total of 33,292,771 shares representing the same amount of votes. The Company holds a total of 136,647 of its own shares which are not entitled to vote at the General Meeting.

Oma Savings Bank Plc

Board of Directors

For more information:

Hanna Sirkiä, CLO, tel. +358 44 022 4604, hanna.sirkia@omasp.fi
Minna Sillanpää, CCO, tel. +358 50 66592, minna.sillanpaa@omasp.fi

DISTRIBUTION
Nasdaq Helsinki Ltd
Major media
www.omasp.fi

OmaSp is a solvent and profitable Finnish bank. About 500 professionals provide nationwide services through OmaSp’s 48 branch offices and digital service channels to over 200,000 private and corporate customers. OmaSp focuses primarily on retail banking operations and provides its clients with a broad range of banking services both through its own balance sheet as well as by acting as an intermediary for its partners’ products. The intermediated products include credit, investment and loan insurance products. OmaSp is also engaged in mortgage banking operations.

OmaSp core idea is to provide personal service and to be local and close to its customers, both in digital and traditional channels. OmaSp strives to offer premium level customer experience through personal service and easy accessibility. In addition, the development of the operations and services is customer-oriented. The personnel is committed and OmaSp seeks to support their career development with versatile tasks and continuous development. A substantial part of the personnel also own shares in OmaSp.

Attachments

• Annex 1. OmaSp Renumeration Policy 2025
• Annex 2. Oma Savings Bank Plc – Articles of Association