Shareholders' Nomination Committee proposal on the composition and remuneration of the Board of Directors of Oma Saving Bank Plc
OMA SAVINGS BANK PLC, STOCK EXCHANGE RELEASE 25 JANUARY 2024 AT 14.00 P.M. EET, OTHER INFORMATION DISCLOSED TO THE RULES OF THE EXCHANGE
Shareholders' Nomination Committee proposal on the composition and remuneration of the Board of Directors of Oma Saving Bank Plc
The Shareholders' Nomination Committee proposes the following to the Annual General Meeting of Oma Savings Bank Plc (OmaSp or the Company) on 26 March 2024:
The number of members of the Board of Directors is proposed to be further confirmed at seven.
The Shareholders' Nomination Committee proposes that the current Board members Aila Hemminki, Aki Jaskari, Jyrki Mäkynen, Jaakko Ossa, Jarmo Salmi and Jaana Sandström to be re-elected as members of the Board of Directors and as a new member Essi Kautonen.
All candidates are proposed to be elected for the period starting at the Annual General Meeting 2024 and ending at the Annual General Meeting 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.
Details of the Board members nominated for election:
AILA HEMMINKI
Aila Hemminki (born 1966) has been a member of OmaSp's Board of Directors since 2017. Hemminki has been an expert in business projects in Seinäjoki University of Applied Sciences, RDI since September 2021. In addition, Hemminki has been a board member of Talotekniikka Koivuluoma Oy since 2022. Hemminki has worked as a Change of Ownership Specialist for the Regional Organization of South Ostrobothnian Entrepreneurs in 2018-2021. Hemminki established the Vauvatarvike Huvikumpu Ky (today Hevihill ky) in 1990 and worked as a shop trader until 2008. Since then, entrepreneurship has included management of rental properties. Aila Hemminki has held various positions at the Savings Bank Foundation of Kuortane during 2009-2017. She has been a deputy member of the Board of Hemimotors Oy since 1999 and a member of the Board of Into Seinäjoki in 2017-2021. Hemminki holds a Master of Economic Sciences.
AKI JASKARI
Aki Jaskari (born 1961) has been a member of OmaSp's Board of Directors since 2014. Jaskari has served as the CEO of Nerkoon Höyläämö Oy since 1995. In addition, Jaskari has been a member of the Advisory Board of Leppäkosken Sähkö Group Oy since 2001, a member of the Regional Advisory Committee of Pohjola Insurance Oy in 2001-2015 and as a member of the Board of the Parkano Savings Bank in 2010-2013. Jaskari holds a Master of Economic Sciences.
ESSI KAUTONEN
Essi Kautonen (born 1985) has been the marketing director of Veho’s Mercedes-Benz import for Finland and the Baltic countries since November 2023. Kautonen has worked as a marketing and communications director at Xiaomi Technology Ab in 2021–2023, as a marketing director at OnePlus in 2019–2021, as a marketing manager at Huawei Consumer Business Group in 2018–2019, and in other marketing and sales positions since 2008. Kautonen holds a Bachelor of Business Administration.
JYRKI MÄKYNEN
Jyrki Mäkynen (born 1964) has been the Vice Chairman of OmaSp's Board of Directors since 2014 and served as the Chairman of the Board in 2009-2014. Mäkynen has been an entrepreneur at Oy HM Profiil Ab since 1992 and as Sales Director of Oy HM Profiili Ab in 1992-2002 and as CEO since 2003. Mäkynen has been a member of the Board of Fennia Insurance since 2017 and as Vice Chairman of the Board since 2021. In addition, Mäkynen has been a member of the Bank of Finland's Payment Council in 2014–2022, the Chairman of the Board of the Federation of Finnish Enterprises in 2014-2020 and the President of the Council in 2020-2022, the Chairman of the Board of SMEunited in 2014-2020, the Chairman of the Board of the Southern Ostrobotnia University Foundation in 2010-2021 and as a Vice Chairman of the Board of Seinäjoki Joint Municipal Authority for Education Sedu in 2017-2021, as a member of the Board of Seinäjoki University of Applied Sciences 2013-2021, as a member of the Seinäjoki City Council in 2004-2021 and as a member of the city’s Board in 2009-2012. Mäkynen holds a Master of Science in Economics.
JAAKKO OSSA
Jaakko Ossa (born 1965) has been a member of OmaSp's Board of Directors since 2023. Ossa has been a professor of financial law at the University of Turku since 1998. Ossa has an extensive written production, particularly in the field of corporate taxation and investment taxation. Along with his academic career, Ossa has held expert positions at Asianajotoimisto Astrea Oy for around 20 years and currently at Ossa Partners Oy, a family company. Ossa has been as a member of the Board of several companies, including Liedon Savings Bank, Sp-Fund Management Company and the Savings Bank Association. In addition, he is currently the Chairman of the delegation of Taxpayers Association of Finland (TAF) and the inspector of the Satakuntalais-Hämäläinen Student Nation (osakunta) of the University of Turku. Ossa holds a Doctor of Laws.
JARMO SALMI
Jarmo Salmi (born 1963) has been the Chairman of the Board of OmaSp since 2019 and a member of Board of Directors since 2014. Salmi has served as the CEO of Asianajotoimisto Jarmo Salmi Oy since 2014, and as a lawyer and responsible partner at Asianajotoimisto Lasse Salmi Ky 1991-2014. In addition, Salmi has served as the Chairman of the Board of Kiinteistö Oy Kosken-Keskus since 2014 and as a member of the Board of the Finnish Bar Association in 2012–2015. Salmi holds a Master of Laws.
JAANA SANDSTRÖM
Jaana Sandström (born 1963) has been a member of OmaSp's Board of Directors since 2019. Sandström is a Professor of Strategic Accounting at LUT University, and she will begin her third term as the Vice Rector for education at LUT University in early 2023. Before her terms as Vice Rector, she was the Dean of LUT University School of Economics in 2009-2014. In the years 1991-2008, Sandström worked at LUT University as a lecturer and as a temporary assistant to the professorship. Prior to his academic career, Sandström worked in the forest industry from 1987 to 1991 at Enso Gutzeit Oy and Ekono Oy. Among the current key positions of trust are the Second Vice-Chairmanship of the Board of Directors and the Chairmanship of the Committee on Scholarships of the Foundation for Economic Education. Sandström has served as a member of the Board of the South Karelian Cooperative in 2013-2019 and as a member of EPAS Accreditation Board of the European Foundation for Management Development (EFMD) in 2013-2019. In academic positions of trust, Sandström has worked as an opponent, as an evaluator of scientific articles and conferences, as well as an expert in the field of professorships since 2000. Sandström holds a Doctor of Science (Technology).
Shareholders' Nomination Committee proposal on the remuneration of the Board of Directors of OmaSp:
The Shareholders' Nomination Committee proposes that the remuneration of the Board members is paid as follows:
Annual fees:
• Chairman EUR 72,000
• Vice Chairman EUR 54,000
• Member EUR 36,000
Meeting fees:
• EUR 1,000 per meeting
• EUR 500 / email meeting and committee meeting
The Nomination Committee proposes that as a condition for receiving and paying the fixed annual remuneration the member of the Board of Directors, commits to purchase directly based on the decision of the Annual General Meeting OmaSp 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 acquired with an annual remuneration until the membership in the Board has expired.
The proposals of the Nomination Committee shall be included in the notice of the Annual General Meeting.
Raimo Härmä (nominated by the South-Karelian Savings Bank Foundation) is the Chairman of the Shareholders' Nomination Committee of OmaSp, members are Ari Lamminmäki (nominated by the Parkano Savings Bank Foundation), Jouni Niuro (nominated by the Liedon Savings Bank Foundation), Aino Lamminmäki (nominated by the Töysän Savings Bank Foundation), Simo Haarajärvi (nominated by the Kuortane Savings Bank Foundation), and as a specialist acts Jarmo Salmi, the Chairman of the Board of OmaSp.
Additional information:
Raimo Härmä, Chairman of the Nomination Committee, tel. +358 44 363 7063
Minna Sillanpää, CCO, tel. +358 50 66592, [email protected]
DISTRIBUTION
Nasdaq Helsinki Ltd
Major media
www.omasp.fi
OmaSp is a growing Finnish bank and the largest savings bank in Finland based on total assets. About 500 professionals provide nationwide services through OmaSp’s 45 branch offices and digital service channels to 200,000 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.
