OMA SAVINGS BANK PLC STOCK EXCHANGE RELEASE, MARCH 30, 2022 AT 3:30 PM EET, GENERAL MEETING DECISIONS
Resolutions of Oma Savings Bank PLCit’s annual general meeting
The Annual General Meeting of Oma Savings Bank Plc was held in Helsinki today March 30, 2022 under an exceptional meeting procedure based on the Temporary Legislative Act (375/2021) approved by the Finnish Parliament to limit the spread of the corona pandemic. The general meeting approved the annual accounts and the consolidated accounts of the company for the 2021 financial year, granted discharge to the members of the board of directors and the general manager of the company and approved the remuneration report. In addition, the General Assembly decided on the following points:
Resolution relating to the use of the profit shown in the balance sheet and the payment of devidence
In accordance with the Board’s proposal, the General Meeting decided to pay an effective dividend of EUR 0.30 per share and an additional dividend of EUR 0.20 per share for the 2021 financial year. In total, a dividend of EUR 0.50 per share is paid for the financial year 2021. The dividend will be paid to a shareholder registered in the company’s shareholders’ register maintained by Euroclear Finland Ltd on the record date of April 1, 2022. The dividend will be paid on April 8, 2022 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 General Meeting has decided to pay the following annual remuneration for the period ending at the General Meeting of 2023: EUR 55,000 per year to the Chairman, EUR 41,250 per year to the Vice- President and for the other members EUR 27,500 per year. In addition, attendance fees of EUR 1,000 for each Board meeting and EUR 500 for each single topic e-mail meeting and committee meeting will be paid.
A condition for obtaining and paying a fixed annual fee is that the board member agrees to purchase Oma Savings Bank Plc shares amounting to 40% of the fixed annual fee on the regulated market (Nasdaq Helsinki Ltd) at a price determined by negotiation. It is recommended that a member of the Board of Directors does not transfer the shares granted as annual remuneration until his term on the Board has expired.
Numberr and election from the administration board
The number of board members was confirmed at seven. Aila Hemminki, Aki Jaskari, Timo Kokkala, Jyrki Mäkynen, Jarmo Partanen, Jarmo Salmi and Jaana Sandström were re-elected for a term ending at the end of the AGM 2023.
Election and remuneration of the auditor
KPMG Oy Ab, a firm of chartered accountants, was elected to continue as auditor for a term ending at the 2023 AGM. M.Sc (Econ.), APA Fredrik Westerholm will continue as auditor responsible. The statutory auditor’s remuneration is paid on invoice approved by the company.
Authorsation of the Board of Directors to decide on an issue of shares, the transfer of own shares and the creation of special rights giving right to shares
The General Meeting has decided, on the proposal of the Board of Directors, to authorize the Board of Directors to decide on the issue of shares or the contribution of company shares and the issue of special rights giving access shares referred to in Chapter 10, Section 1 of the Finnish Companies Act, subject to the following conditions:
Shares and special rights may be issued or alienated in one or more instalments, against payment or free of charge.
The total number of shares to be issued under the authorization, including the shares acquired on a preferential basis, may not exceed 4,000,000 shares, which corresponds to approximately 13% of the total shares of the company at day of the General Assembly.
The Board of Directors decides on all terms and conditions related to the issuance of shares. The authorization covers both the issue of new shares and the transfer of own shares.
The authorization is valid until the end of the next General Meeting, but no later than June 30, 2023. The authorization revokes the previous authorizations given by the General Meeting to decide on an issue of shares, as well as as option rights and the issue of special rights giving right to shares.
Authorsthe board of directors to decide on the buyback of own shares
The General Meeting has decided, in accordance with the proposal of the Board of Directors, to authorize the Board of Directors to decide to buy back the company’s own shares with the funds belonging to the company’s free equity under the following conditions :
A maximum number of 1,000,000 treasury shares may be repurchased, representing approximately 3.3% of the total shares of the company depending on the situation on the date of the notice of meeting, without however the number of treasury shares held by the company does not exceed 10% of the company’s total shares in the company at any time. This amount includes treasury 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 authorized to decide on the procedures for acquiring own shares.
The authorization is valid until the close of the next AGM, but no later than June 30, 2023.
The minutes of the annual general meeting
The minutes of the AGM will be available on the company’s website no later than April 13, 2022.
Oma Savings Bank Plc
Minna Sillanpää, CCO, tel. +358 50 66592, firstname.lastname@example.org
Nasdaq Helsinki Ltd
OmaSp is a growing Finnish bank and Finland’s largest savings bank by total assets. About 330 professionals provide services nationwide through OmaSp’s 35 branches and digital service channels to more than 150,000 private and corporate customers. OmaSp focuses primarily on retail banking operations and offers its customers a wide range of banking services both through its own balance sheet and by acting as an intermediary for its partners’ products. Intermediated products include credit insurance, investment and loan products. OmaSp is also engaged in mortgage banking.
The central idea of OmaSp is to provide personalized service and to be local and close to its customers, both in digital and traditional channels. OmaSp strives to provide a high level customer experience through personalized service and easy accessibility. In addition, the development of operations and services is customer-oriented. Staff are engaged and OmaSp seeks to support their career development with cross-functional tasks and continuous development. A substantial part of the staff also owns OmaSp shares.