Oma Savings Bank Plc’s Notice of Annual General Meeting
OMA SAVINGS BANK PLC STOCK EXCHANGE RELEASE, 29 FEBRUARY 2024 AT 15.30 P.M EET, NOTICE OF ANNUAL GENERAL MEETING
Oma Savings Bank Plc’s Notice of Annual General Meeting
NOTICE OF ANNUAL GENERAL MEETING
The shareholders of Oma Savings Bank Plc are invited to the Annual General Meeting to be held on Tuesday 26 March 2024 at 12.00 a.m. at Scandic Helsinki Hub, Annankatu 13, Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will begin at 11.00 a.m. Refreshments will be served before the meeting.
Shareholders may also ask questions referred to Chapter 5, Section 25 of the Limited Liability Companies Act on matters to be discussed at the meeting in writing prior to the meeting. Instructions for asking written questions are set out in Part C of this Annual General Meeting Notices.
A. Matters on the agenda
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of vote
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of Financial Statements, the Report of the Board of Directors and the Auditors’ Report for the year 2023
Review by the CEO.
As of 5 March 2024, the Financial Statements, the Board of Directors and the Auditors' Report are available on the Company's website: https://www.omasp.fi/en/annual-general-meeting-2024
7. Adoption of the Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes that based on the balance sheet adopted for the accounting period 2023, an ordinary dividend of EUR 0.67 per share and an additional dividend of EUR 0.33 per share, totaling approximately EUR 33.3 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 28 March 2024. The Board of Directors proposes that the dividend shall be paid out on 8 April 2024 in accordance with the rules of Euroclear Finland Ltd.
9. Resolution on the discharge if the members of the Board of Directors and the CEO from liability
10. Handling of the remuneration policy for governing bodies
In accordance with the decision of the Annual General Meeting 2020, the remuneration policy will be reviewed at the Annual General Meeting 2024.
The remuneration policy requires the advisory decision of the Annual General Meeting of Oma Savings Bank Plc and is valid until the Annual General Meeting to be held in 2028 unless substantive changes are proposed to it or the Board of Directors otherwise decides that the remuneration policy shall be the subject of an advisory decision at a previous Annual General Meeting. The remuneration policy applies to remuneration decided at or after the Annual General Meeting of Shareholders in 2024.
The proposal for a remuneration policy for the company's governing bodies is attached to this invitation and is available on the website of Oma Savings Bank Plc at https://www.omasp.fi/en/annual-general-meeting-2024
11. Handling of the Remuneration Report for governing bodies
As of 5 March 2024, the Remuneration Report of the governing bodies will be available on the company's website: https://www.omasp.fi/en/annual-general-meeting-2024
12. Resolution on the remuneration of the members of the Board of Directors
The Shareholders' Nomination Committee proposes that the remuneration for the members of the Board of Directors to be paid as follows:
Annual fees:
- Chairperson EUR 72,000
- Vice Chairperson EUR 54,000
- Member EUR 36,000
Meeting fees:
- EUR 1,000 per meeting
- EUR 500 / email meeting and/or committee meeting
The Nomination Committee proposes as a condition for receiving and paying the fixed annual remuneration, the member of the Board of Directors, commits to purchase Oma Savings Bank Plc shares amounting to 40% of the fixed annual remuneration on the regulated market (Nasdaq Helsinki Ltd) at a price determined by trading. It is the recommendation of the Nomination Committee that the member of the Board of Directors would not transfer the shares awarded as an annual remuneration until the membership in the Board has expired.
13. Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Committee proposes that seven (7) members be elected for the Board of Directors, the number of Board members shall be unchanged.
14. Election of members of the Board of Directors
The Shareholders' Nomination Committee proposes that the present members of the Board of Directors Aila Hemminki, Aki Jaskari, Jyrki Mäkynen, Jaakko Ossa, Jarmo Salmi and Jaana Sandström having given their consent, shall be re-elected and as a new Board member shall be elected Essi Kautonen.
All candidates are proposed to be elected for the period starting at the 2024 AGM, which will end at the end of the AGM 2025.
All nominees have given their consent to the election.
Jyrki Mäkynen has been a member of the company's Board continuously since 2009 and he is not independent in his relationship with the company, but he is independent in his relationship to the Company's significant shareholders. At the time of election, all other proposed nominees are independent in their relationship with the company and its significant shareholders.
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-2024
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.
16. Election of 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 AGM in 2024 and ending at the end of the 2025 AGM.
The company must prepare its first statutory sustainability report for the financial year 2024. If KMPG Oy Ab is elected as the company's auditor, it will also act as a certification authority for the company's sustainability reporting in financial year 2024 in accordance with the transitional provision of the Act amending the Companies Act (1252/2023), and a fee will be paid for this position on the basis of a reasonable invoice.
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. 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 Board of Directors proposes that the AGM 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 4,000,000 shares, which corresponds to approximately 12 percent of the company's total shares on the day of the AGM 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 AGM, but not later than 30 June 2025. 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.
18. Authorising the Board of Directors to decide on the repurchase of own shares
The Board of Directors proposes that the AGM 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 AGM to decide on the repurchase of own shares.
It is proposed that the authorisation remain valid until the closing of the next AGM, but not later than 30 June 2025.
19. Closing of the meeting
B. Documents of the Annual General Meeting
The proposals for the decisions on the matters on the agenda of the Annual General Meeting as well as this notice are available on Oma savings Bank Plc’s website https://www.omasp.fi/en/annual-general-meeting-2024. Oma Savings Bank Plc’s Financial Statements, the Report by the Board of Directors and the auditor’s report are available on the above-mentioned website latest 5 March 2024. 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 Annual General Meeting will be available on the above-mentioned website no later than 9 April 2024.
C. Instructions for the participants in the Annual General Meeting
1. Shareholders registered in the shareholders' register
A shareholder, who is registered on the record date of the Annual General Meeting on 14 March 2024 in the company’s register of shareholders maintained by Euroclear Finland Ltd, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered in his/her personal Finnish book-entry account, is registered in the shareholder’s register of the company.
Registration for the Annual General Meeting begins on 5 March 2024 at 9:00 am. Shareholders whose shares are registered in the company’s register of shareholders and who wish to participate in the Annual General Meeting must register their intention to attend by 4.00 pm. on 21 March 2024, at the latest.
Participants can register for the Annual General Meeting:
a) through the company’s website https://www.omasp.fi/en/annual-general-meeting-2024; or
c) in writing to Oma Savings Bank Plc, Legal Affairs, Kluuvikatu 3, 00100 Helsinki.
In connection with the registration, the shareholder must provide the requested information:
- his/her name and personal identification code or business ID
- address
- telephone number and email address
- name of the possible assistant or proxy representative and the personal identity code of the proxy representative
- for community registering a community book-entry account number will be required
The personal details that shareholders give to Oma Savings Bank Plc will only be used for purposes associated with the Annual 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.
2. Owners of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting 14 March 2024 would be entitled to be registered in the company’s register of shareholders maintained by Euroclear Finland Ltd. Participation also requires that the shareholder has been entered in the company's temporary register of shareholders, maintained by Euroclear Finland Ltd, on the basis of such shares by 21 March 2024 at 10.00 am at the latest. In the case of nominee registered shares, this is considered to be registration for the Annual General Meeting. Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of votes of the shareholder.
Owners of nominee registered shares are advised in good time to request their custodian bank for the necessary instructions on being entered into the temporary register of shareholders, the granting of powers of attorney and registration for the Annual General Meeting. The account management organization of the custodian bank has to register a holder of nominee registered shares who wants to participate in the Annual General Meeting into the company's temporary register of shareholders at the latest by the above-mentioned time. More information on the matter is also available on the company's website https://www.omasp.fi/en/annual-general-meeting-2024
3. Representatives and powers of attorney
Shareholders may participate in the Annual General Meeting and exercise their rights through a representative. Shareholder’s representative 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 Annual 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 should be delivered to the company before the end of the registration period primarily by email to [email protected] or by letter to the address Oma Savings Bank Plc / Legal Affairs, Kluuvikatu 3, 6th floor, 00100 Helsinki. In addition to the submission of powers of attorney, the shareholder or his/her representative should take care of registering for the Annual General Meeting as described above in this notice.
As an alternative to the traditional power of attorney, community owners 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 Annual General Meeting”). At the Annual 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.
4. Other instructions/information
The meeting language is Finnish.
Pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act, shareholders present at the Annual General Meeting have the right to request information with respect to the matters to be considered at the meeting. 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 16 March 2024 also by email to [email protected] 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 Annual 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 Annual General Meeting do not affect the right to participate in the Annual General Meeting or the shareholder's number of votes.
Oma Savings Bank Plc has a total of 33,275,237 shares, which represent the same number of votes, on the date of the meeting notice, 29 February 2024. The company directly holds a total of 201,386 of the company's own shares, which cannot be used to vote at the Annual General meeting.
Oma Savings Bank Plc
Board of Directors
For more information, please contact:
Hanna Sirkiä, CLO, tel. +358 44 022 4604, [email protected]
Additional information and interview requests for media:
Minna Sillanpää, CCO, tel. +358 50 66592, [email protected]
DISTRIBUTION
Nasdaq Helsinki Ltd
Major media
www.omasp.fi
OmaSp is the fastest growing in the Nordic countries and Finland’s most profitable bank. About 500 professionals provide nationwide services through OmaSp’s 45 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.
Attachment
