Oma Savings Bank Plc’s Notice of Annual General Meeting
OMA SAVINGS BANK PLC STOCK EXCHANGE RELEASE, 20 MARCH 2020 AT 11.00 A.M EET, ANNUAL GENERAL MEETINGOma 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 Monday 27 April 2020 at 13 pm. Due to coronavirus, the arrangements for the Annual General Meeting are changed and, unlike the information published in the Annual Report 2019, the Annual General Meeting will be held at: Oma Savings Bank Plc, Pohjoisranta 4, 5th floor, Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will begin at 12 p.m. Shareholders who have registered for the meeting have the opportunity to follow the company meeting via video connection. More detailed instructions on the video connection and related arrangements will be informed closer to the time with a separate release.A. Matters on the agenda1. Opening of the meeting2. Calling the meeting to order3. Election of persons to scrutinize the minutes and to supervise the counting of vote4. Recording the legality of the meeting5. Recording the attendance at the meeting and adoption of the list of votes6. Presentation of financial statements, the Report of the Board of Directors and the Auditors’ Report for the year 2019– Review by the CEO7. Adoption of the financial statements for yeat 20198. Resolution on the use of the profit shown on the balance sheet and the payment of dividendThe Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.19 per share be paid for the accounting period 2019, i.e. EUR 5,621,150 million in total, and that the remainder of the distributable assets should 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 29 April 2020. The Board of Directors proposes that the dividend shall be paid out on 7 May 2020 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 liability10. Handling of the remuneration policy for governing bodiesThe remuneration policy of the company’s governing bodies will be discussed for the first time at the Annual General Meeting in 2020.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 For InvestorsThe 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 2024 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 2020.11. Resolution on the remuneration of the members of the Board of DirectorsThe Shareholders’ Nomination Committee proposes that the remuneration for the members of the Board of Directors to be paid as follows:Annual fees:Chairman EUR 50,000Vice Chairman EUR 37,500Member EUR 25,000Meeting fees:EUR 1,000 per meetingEUR 500 / remote meeting and committee meetingThe 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.12. Resolution on the remuneration of the auditorThe Board proposes to the Annual General Meeting that the reimbursements to the auditor are paid on the basis of reasonable invoicing.13. Resolution on the number of members of the Board of DirectorsThe 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 DirectorsThe Shareholders’ Nomination Committee proposes that the present members of the Board of Directors Aila Hemminki, Aki Jaskari, Timo Kokkala, Heli Korpinen, Jyrki Mäkynen, Jarmo Salmi and Jaana Sandström all having given their consent, shall be re-elected.All the proposed members are independent in relation to the company and in their relationship to significant shareholders.All candidates are proposed to be elected for a term of office beginning when the Annual General Meeting 2020 is closed and continuing until the Annual General Meeting 2021 has concluded.Additional information on the members of the Board of Directors is available in the Company’s For Investor pages.15. Election of auditorThe Board of Directors proposes that KPMG Oy Ab, a firm authorized public accountants, shall continue to be elected as the auditor for the term beginning at the end of the Annual General Meeting in 2020 and ending at the end of the 2021 Annual General Meeting.KPMG Oy Ab has indicated that if it is elected as an auditor M.Sc. (Econ.), APA Fredrik Westerholm would continue as auditor-in-charge.16. 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 sharesThe 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 Limited Liability 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 authorization, including shares acquired on the basis of special rights, can not exceed 5,000,000 shares, which corresponds to approximately 17 per cent of the company’s total shares on the day of the General 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 June 30, 2021. The authorization 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.17. Authorising the Board of Directors to decide on the repurchase of own sharesThe 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 own shares may be repurchased, which corresponds to approximately 1.7% of the company’s total shares, depending on the situation on the date of the notice of the meeting, but the number of own shares held in the company does not exceed 10% of the 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 Limited Liability 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 June 30, 2021.18. Closing of the meetingB. Documents of the Annual General MeetingThe 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 www.omasp.fi/investors. 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 19 March 2020. 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 from 11 May 2020.C. Instructions for the participants in the Annual General MeetingShareholders registered in the shareholders’ registerShareholder, who is registered in the company’s register of shareholders maintained by Euroclear Finland Ltd as at 15 April 2020, has the right to participate in the Annual General Meeting. Shareholders whose shares are registered in their personal Finnish book-entry account 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 22 April 2020, at the latest.Participants can register for the Annual General Meeting can register as of 23 March 2020:a) through the company’s website www.omasp.fi;
b) by telephone at +358 20 7640 600 (8.00 am–8.00 pm on weekdays); or
c) in writing to Oma Savings Bank Plc, Legal Matters, Kluuvikatu 3, 00100 Helsinki.For register purposes, the shareholder is required to give his/her name and personal identification code or business ID, address, telephone number as well as the name and personal identification code of any representative. In addition, for community registering a community book-entry account will be required to provide. 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 authorized representative or proxy representative shall on demand be able to prove his/her identity and/or right of representation.Owners of nominee registered sharesA 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 15 April 2020 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 22 April 2020 at 10.00 am at the latest. For nominee registered shares this constitutes due registration to the General Meeting.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 General Meeting into the company’s temporary register of shareholders at the latest by the above-mentioned time.Representatives and powers of attorneyShareholders 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 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 at the address Oma Savings Bank Plc / Legal Matters, Kluuvikatu 3, 7. krs, 00100 Helsinki, or by email to lakiasiat@omasp.fi.Other informationPursuant 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.On the date of this notice of the meeting, Oma Savings Bank Plc holds a total of 11,700 shares of the company. The total number of votes is 29.596.700.
Oma Savings Bank Plc
Board of Directors
For more information, please contact:
Helena Juutilainen, head of legal, tel. +358 40 580 6401, helena.juutilainen@omasp.fi
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 300 professionals provide nationwide services through OmaSp’s 32 branch offices and digital service channels to 140,000 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. AttachmentOmaSp Remuneration Policy
NOTICE OF ANNUAL GENERAL MEETING
The shareholders of Oma Savings Bank Plc are invited to the Annual General Meeting to be held on Monday 27 April 2020 at 13 pm. Due to coronavirus, the arrangements for the Annual General Meeting are changed and, unlike the information published in the Annual Report 2019, the Annual General Meeting will be held at: Oma Savings Bank Plc, Pohjoisranta 4, 5th floor, Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will begin at 12 p.m. Shareholders who have registered for the meeting have the opportunity to follow the company meeting via video connection. More detailed instructions on the video connection and related arrangements will be informed closer to the time with a separate release.A. Matters on the agenda1. Opening of the meeting2. Calling the meeting to order3. Election of persons to scrutinize the minutes and to supervise the counting of vote4. Recording the legality of the meeting5. Recording the attendance at the meeting and adoption of the list of votes6. Presentation of financial statements, the Report of the Board of Directors and the Auditors’ Report for the year 2019– Review by the CEO7. Adoption of the financial statements for yeat 20198. Resolution on the use of the profit shown on the balance sheet and the payment of dividendThe Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.19 per share be paid for the accounting period 2019, i.e. EUR 5,621,150 million in total, and that the remainder of the distributable assets should 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 29 April 2020. The Board of Directors proposes that the dividend shall be paid out on 7 May 2020 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 liability10. Handling of the remuneration policy for governing bodiesThe remuneration policy of the company’s governing bodies will be discussed for the first time at the Annual General Meeting in 2020.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 For InvestorsThe 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 2024 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 2020.11. Resolution on the remuneration of the members of the Board of DirectorsThe Shareholders’ Nomination Committee proposes that the remuneration for the members of the Board of Directors to be paid as follows:Annual fees:Chairman EUR 50,000Vice Chairman EUR 37,500Member EUR 25,000Meeting fees:EUR 1,000 per meetingEUR 500 / remote meeting and committee meetingThe 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.12. Resolution on the remuneration of the auditorThe Board proposes to the Annual General Meeting that the reimbursements to the auditor are paid on the basis of reasonable invoicing.13. Resolution on the number of members of the Board of DirectorsThe 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 DirectorsThe Shareholders’ Nomination Committee proposes that the present members of the Board of Directors Aila Hemminki, Aki Jaskari, Timo Kokkala, Heli Korpinen, Jyrki Mäkynen, Jarmo Salmi and Jaana Sandström all having given their consent, shall be re-elected.All the proposed members are independent in relation to the company and in their relationship to significant shareholders.All candidates are proposed to be elected for a term of office beginning when the Annual General Meeting 2020 is closed and continuing until the Annual General Meeting 2021 has concluded.Additional information on the members of the Board of Directors is available in the Company’s For Investor pages.15. Election of auditorThe Board of Directors proposes that KPMG Oy Ab, a firm authorized public accountants, shall continue to be elected as the auditor for the term beginning at the end of the Annual General Meeting in 2020 and ending at the end of the 2021 Annual General Meeting.KPMG Oy Ab has indicated that if it is elected as an auditor M.Sc. (Econ.), APA Fredrik Westerholm would continue as auditor-in-charge.16. 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 sharesThe 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 Limited Liability 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 authorization, including shares acquired on the basis of special rights, can not exceed 5,000,000 shares, which corresponds to approximately 17 per cent of the company’s total shares on the day of the General 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 June 30, 2021. The authorization 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.17. Authorising the Board of Directors to decide on the repurchase of own sharesThe 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 own shares may be repurchased, which corresponds to approximately 1.7% of the company’s total shares, depending on the situation on the date of the notice of the meeting, but the number of own shares held in the company does not exceed 10% of the 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 Limited Liability 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 June 30, 2021.18. Closing of the meetingB. Documents of the Annual General MeetingThe 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 www.omasp.fi/investors. 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 19 March 2020. 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 from 11 May 2020.C. Instructions for the participants in the Annual General MeetingShareholders registered in the shareholders’ registerShareholder, who is registered in the company’s register of shareholders maintained by Euroclear Finland Ltd as at 15 April 2020, has the right to participate in the Annual General Meeting. Shareholders whose shares are registered in their personal Finnish book-entry account 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 22 April 2020, at the latest.Participants can register for the Annual General Meeting can register as of 23 March 2020:a) through the company’s website www.omasp.fi;
b) by telephone at +358 20 7640 600 (8.00 am–8.00 pm on weekdays); or
c) in writing to Oma Savings Bank Plc, Legal Matters, Kluuvikatu 3, 00100 Helsinki.For register purposes, the shareholder is required to give his/her name and personal identification code or business ID, address, telephone number as well as the name and personal identification code of any representative. In addition, for community registering a community book-entry account will be required to provide. 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 authorized representative or proxy representative shall on demand be able to prove his/her identity and/or right of representation.Owners of nominee registered sharesA 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 15 April 2020 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 22 April 2020 at 10.00 am at the latest. For nominee registered shares this constitutes due registration to the General Meeting.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 General Meeting into the company’s temporary register of shareholders at the latest by the above-mentioned time.Representatives and powers of attorneyShareholders 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 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 at the address Oma Savings Bank Plc / Legal Matters, Kluuvikatu 3, 7. krs, 00100 Helsinki, or by email to lakiasiat@omasp.fi.Other informationPursuant 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.On the date of this notice of the meeting, Oma Savings Bank Plc holds a total of 11,700 shares of the company. The total number of votes is 29.596.700.
Oma Savings Bank Plc
Board of Directors
For more information, please contact:
Helena Juutilainen, head of legal, tel. +358 40 580 6401, helena.juutilainen@omasp.fi
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 300 professionals provide nationwide services through OmaSp’s 32 branch offices and digital service channels to 140,000 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. AttachmentOmaSp Remuneration Policy