OMA SAVINGS BANK PLC STOCK EXCHANGE RELEASE, 8 APRIL 2025 AT 5:10 P.M. EET, DECISIONS OF GENERAL MEETING
Resolutions of Oma Savings Bank Plc’s Annual General Meeting
Oma Savings Bank Plc’s Annual General Meeting (the AGM) was held today on 8 April 2025. The AGM confirmed the Company's Financial Statements and Consolidated Financial Statements for the 2024 financial year, decided to support the Company's Remuneration Policy for governing bodies and approved the Remuneration Report for governing bodies through an advisory resolution. The AGM granted discharge from liability to the members of the Company's Board of Directors and the interim CEO Sarianna Liiri, who served as CEO since 19 June 2024. However, the AGM did not grant discharge from liability to the Company’s CEO Pasi Sydänlammi, who served as CEO until 19 June 2024. In addition, the AGM decided on the following matters:
Resolution on the use of the profit shown on balance sheet and the payment of dividend In accordance with the Board's proposal, the AGM decided to pay dividend of EUR 0.36 per share based on the balance sheet adopted for the financial year 2024. The dividend will be paid to a shareholder who is registered in the Company’s shareholder register maintained by Euroclear Finland Ltd on the record date 10 April 2025. The dividend will be paid on 17 April 2025 in accordance with the rules of Euroclear Finland Ltd.
Remuneration of the Board of Directors In accordance with the proposal of the Shareholders’ Nomination Committee, the AGM decided to pay the following annual remuneration to the members of the Board of Directors for the term ending at the AGM 2026: EUR 85,000 per year to the Chair, EUR 60,000 per year to the Vice Chair and for other members EUR 40,000 per year. The annual remuneration to the Chairs of the Board Committees are as follows: Chair of the Remuneration Committee EUR 6,000, Chair of the Risk Committee EUR 9 000 and Chair of the Audit Committee EUR 9,000. In addition, the meeting fees of EUR 1,000 for each Board and Committee meeting and EUR 500 for each email meeting will be paid.
Twenty-five (25) percent of the annual remuneration of the Board of Directors will be paid in the form of Oma Savings Bank Plc’s shares acquired from the market on behalf of the members of the Board of Directors. The shares will be acquired at a price formed on the market in public trading following the publication of the interim report for the period 1 January to 31 March 2025. 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.
Number and election of the Board of Directors The number of members of the Board of Directors was confirmed to be seven. Juhana Brotherus, Irma Gillberg-Hjelt, Aki Jaskari, Jaakko Ossa, Carl Pettersson, Kati Riikonen and Juha Volotinen were re-elected as Board members for a term ending at the end of the 2026 AGM.
Election and remuneration of the auditor KPMG Oy Ab, a firm of authorised public accountants, was elected to continue as auditor for a term ending at the 2026 AGM. M.Sc (Econ.), APA Tuomas Ilveskoski will continue as responsible auditor. The auditor is paid based on reasonable invoicing approved by the Company.
Election and remuneration of the sustainability reporting assurer KPMG Oy Ab, Authorized Sustainability Audit Firm, was elected as the Company’s sustainability reporting assurer for the term ending upon the conclusion of the 2026 AGM. APA, ASA Tuomas Ilveskoski will act as the principally responsible sustainability reporting assurer. The sustainability reporting assurer is paid based on reasonable invoicing approved by the Company.
Amendment of the Articles of Association In accordance with the Board's proposal, the AGM decided to amend the Company’s current Articles of Association as follows:
Amending Section 6 by removing the provision regarding the due date for the Nomination Committee’s proposals.
Supplementing Section 10 to enable remote general meetings. The Board can decide that general meetings are 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).
Supplementing Section 12 to include provisions on deciding the remuneration of the sustainability reporting assurer and the appointment of the sustainability reporting assurer at general meetings.
Resolution on the revised charter of the Shareholders’ Nomination Committee The AGM decided on the revisions to the Shareholders’ Nomination Committee Charter. The Nomination Committee is 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 AGM.
Additionally, the charter is 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). Certain technical revisions were also made.
The Shareholders’ Nomination Committee charter is available on the Company’s website at https://www.omasp.fi/en/investors/management-and-corporate-governance/nomination-committee
Authorisation of 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 AGM decided, in accordance with the Board of Directors’ proposal to authorise 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 AGM as at 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 valid until the end of the next AGM, but not later than 30 June 2026. The authorisation revokes previous authorisations given by the AGM to decide on a share issue, as well as the option rights and the issuance of special rights entitling to shares.
Authorising the Board of Directors to decide on the repurchase of own shares The AGM decided, in accordance with the Board of Directors’ proposal, to 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, in a manner 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. 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 authorisation is valid until the closing of the next AGM, but not later than 30 June 2026.
The minutes of the Annual General Meeting The minutes of the AGM will be available on the Company’s website latest 22 April 2025.
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.
