OMA SAVINGS BANK PLC STOCK EXCHANGE RELEASE, 19 FEBRUARY 2021 AT 11.00 A.M EET, NOTICE TO ANNUAL GENERAL MEETING
NOTICE OF ANNUAL GENERAL MEETING
The shareholders of Oma Savings Bank Plc are invited to the Annual General Meeting (the “AGM”) to be held on Tuesday 30 March 2021 at 13 pm Finnish time at Oma Savings Bank Plc, Kluuvikatu 3, 7th floor, Helsinki.
The company's Board of Directors has decided on an exceptional meeting procedure based on the temporary legislative act (677/2020) approved by the Finnish Parliament to limit the spread of the corona pandemic in order to take into account the health and safety of shareholders, company personnel and other stakeholders.
Shareholders of the company and their representatives may attend the meeting and exercise their shareholder rights only by voting in advance and by submitting counterproposals and questions in advance. It is not possible to attend the AGM in person at the meeting place.
Shareholders who have registered for the AGM have the opportunity to follow the AGM via a direct video connection. Shareholders following the meeting are not considered to participate in the AGM, so they do not have, among other things, the right to ask questions or vote during the AGM. Instructions for ordering the link can be found in section C Instructions for the participants in the AGM.
The company will publish the recorded speeches of the Chairman of the Board and the CEO on the company's website after the meeting. Shareholders are asked to note that the videotaped recordings are not part of the AGM or official AGM material.
A. Matters on the agenda
1. Opening of the meeting
2. Calling the meeting to order
The Chairman is lawyer Juha Koponen. If Juha Koponen does not have the opportunity to act as Chairman due to a weighty reason, the Board of Directors will nominate a person it deems most suitable to act as Chairman.
3. Election of persons to confirm the minutes and to supervise the counting of votes
Helena Juutilainen, the company's Chief Legal Officer, will act as the person to confirm the minutes and supervise the counting of votes. If Helena Juutilainen does not have the opportunity to act as the person to confirm the minutes and supervise the counting of the votes due to a weighty reason, the Board of Directors will nominate a person it deems most suitable to act as a person to confirm the minutes and supervise the counting of votes.
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
Shareholders who have voted in advance within the advance voting period and have the right to attend the AGM under Chapter 6, Section 6 and Chapter 5, Section 6a of the Finnish Companies Act shall be deemed shareholders represented at the meeting. The list of votes will be adopted based on information delivered by Euroclear Finland Oy.
6. Presentation of Financial Statements, the Report of the Board of Directors and the Auditors’ Report for the year 2020
Review by the CEO. The company's 2020 Financial Statements, Report of the Board of Directors and Auditor's Report will be published no later than March 9, 2021 and will be available on the company's website as of publication https://sijoittaminen.omasp.fi/en/general-meeting-2021
Since the AGM can only be attended through an advance voting, the 2020 financial statements comprising the income statement, the Board of Directors Report and the Auditor’s Report, shall be considered to have been presented to the AGM.
7. Adoption of the Financial Statements and Consolidated Financial Statements
The Board of Directors proposes that the AGM approve the financial statements. The company's auditor has advocated the approval 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 the AGM authorise the Board of Directors to decide on the payment of a dividend up to EUR 0.24 per share for the financial year 2020.
In addition, the Board of Directors proposes to pay a dividend up to EUR 0.06 on each share entitling to a dividend for 2020 in respect of dividends not paid in 2019 due to the authority’s profit-sharing restrictions. Dividends will be paid upon completion of the authority’s profit-sharing restrictions.
The mandates are valid until the AGM in 2022.
It is also proposed to the AGM that the Board of Directors be authorised to decide on the record date and payment date of any dividend, which the company will announce separately. The rest of the distributable funds are left in equity.
Since the Board of Directors proposes to be distributed less than provided for in Section 7 of Chapter 13 of the the Finnish Companies Act, shareholders are alternatively entitled to demand a dividend of a minority dividend under that provision. The size of the minority dividend would be EUR 15.1 million (as per the date of the notice of the meeting, EUR 0.51 per share), i.e. 4% of the company's equity. A dividend of a minority dividend should be distributed if required by shareholders holding at least one-tenth of all shares. A requirement for a minority dividend would be considered made if a shareholder voted in favour of a minority dividend in an advance voting, and no separate claim or counterproposal is required.
9. Resolution on the discharge if the members of the Board of Directors and the CEO from liability for the financial year from 1 January 2020 to 31 December 2020
10. Handling of the Remuneration Report for governing bodies
The Remuneration Policy of the company's governing bodies was adopted without voting at the 2020 AGM.
The Remuneration Policy for the company's governing bodies describes the implementation of the Company's remuneration policy and provides information on the remuneration of the company's Board members and the CEO and the Deputy CEO during the previous accounting period.
Since the AGM can only be attended through an advance voting, the company's Remuneration Report released on Tuesday 9 March 2021 and available on the company's website https://sijoittaminen.omasp.fi/en/general-meeting-2021 no later than the date mentioned above is considered to have been presented to the AGM.
The Board of Directors proposes that the AGM approve the Remuneration Report 2020. The AGM's decision on the remuneration report is advisory.
11. Amendment of the Articles of Association
The Board of Directors proposes that Section 4 of the Company's Articles of Association remove the restriction on the age of a member of the Board and Section 4 is amended to include:
The company has a board of directors comprising five (5) to eight (8) actual members and up to two (2) deputies. The term of the Board of Directors shall expire at the close of the Annual General Meeting following the election in the first place. The Board of Directors elects a Chairman from among its midst and one (1) to two (2) Vice-Chairmen. A quorum for a Board meeting is when more than half of the Board members are present. The Board of Directors represents the Bank and manages its operations in accordance with the law and these Articles of Association.
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 will be kept unchanged and paid as follows:
• Chairman EUR 50,000
• Vice Chairman EUR 37,500
• Member EUR 25,000
• EUR 1,000 per meeting
• EUR 500 / one-thing e-mail meeting and 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 current Board members Aila Hemminki, Aki Jaskari, Timo Kokkala, Jyrki Mäkynen, Jarmo Salmi and Jaana Sandström to be re-elected as members of the Board of Directors and as a new member Jarmo Partanen.
All nominees have given their consent to the election and are independent at the time of the election in their relationship with the company and its significant shareholders.
All candidates are proposed to be elected for the period starting at the 2021 AGM, which will end at the end of the AGM 2022.
Additional information on the members of the Board of Directors is available on the company’s webpages https://sijoittaminen.omasp.fi/en/general-meeting-2021
15. Resolution on the remuneration of the auditor
The Board proposes that the remuneration to the auditor is 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 2021 and ending at the end of the 2021 AGM.
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.
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 authorizes 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 5,000,000 shares, which corresponds to approximately 17 per cent of the company's total shares on the day of the AGM.
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 June 30, 2022. 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 500,000 own shares may be repurchased, representing approximately 1.7% 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% 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 June 30, 2022.
19. Closing of the meeting
B. Documents of the AGM
The proposals for the decisions on the matters on the agenda of the AGM as well as this notice are available on Oma Savings Bank Plc’s website https://sijoittaminen.omasp.fi/en/general-meeting-2021. Oma Savings Bank Plc’s financial statements, the report by the Board of Directors and the auditor’s report and the Corporate Governance Statement and the remuneration report are available on the above-mentioned website 9 March 2021. Copies of the above-mentioned documents will be sent to shareholders on request. The minutes of the AGM will be available on the above-mentioned website from 13 April 2021.
C. Instructions for the participants in the Annual General Meeting
A shareholder may attend the AGM and exercise his/her rights there only by voting in advance, either in person or through a representative, in accordance with the instructions below.
1. Shareholders registered in the shareholders' register
Shareholder, who is registered in the company’s register of shareholders maintained by Euroclear Finland Ltd as at 18 March 2021, has the right to participate in the AGM. A shareholder, whose shares are registered in his/her personal Finnish book-entry account, is registered in the shareholder’s register of the company. A shareholder may participate in the AGM only by voting in advance and submitting counterproposals and questions in advance as described below.
2. Notice of participation and voting in advance
Registration and advance voting will begin on 1 March 2021 at 10.00 am Finnish time, after the deadline for submitting counterproposals for voting has expired. A shareholder entered in the company's shareholder register who wishes to participate in the AGM by voting in advance must register for the AGM and vote in advance no later than 24 March 2021 at 10:00 am Finnish time, by which time the registration and votes must be received.
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 and Euroclear Finland Oy will only be used for necessary purposes associated with the AGM and processing the relevant registrations.
Shareholder with a Finnish book-entry account can register and vore in advance on certain matters on the agenda during the period 1 March 2021 at 10.00 am Finnish time – 24 March 2021 10.00 am Finnish time.
a) on the company’s website https://sijoittaminen.omasp.fi/en/general-meeting-2021
Electronic registration and advance voting require strong identification of the shareholder or his/her legal representative with Finnish online banking codes or a mobile certificate;
b) by regular mail or e-mail
A shareholder voting in advance must submit the advance voting form available on the company's website https://sijoittaminen.omasp.fi/en/general-meeting-2021 or similar information by regular mail to Euroclear Finland Oy at Euroclear Finland Oy, AGM, P.O. Box 1110, 00101 Helsinki or by email at firstname.lastname@example.org
If a shareholder participates in the AGM by delivering votes in advance by regular mail or email, the delivering of votes in advance prior to the expiration of the deadline for registration and advance voting shall be considered as registration at the AGM, provided that the shareholder registration includes the information required for registration mentioned on the advance voting form.
The instructions concerning voting are available on the company’s website https://sijoittaminen.omasp.fi/en/general-meeting-2021 no later than 1 March 2021 10.00 am Finnish time.
3. Representatives and powers of attorney
Shareholders may participate in the AGM and exercise their rights through a representative. A representative authorised by a shareholder may also attend the meeting only by voting in advance on behalf of the shareholder as described in this invitation. The representative must identify to the electronic registration service and advance voting in person with strong identification, after which the representative can register and vote in advance on behalf of the shareholder he or she represents. The representative must present a dated power of attorney, or he or she must otherwise demonstrate in a reliable manner that he or she is entitled to represent the shareholder. The right of legal representation can be demonstrated by utilizing the suomi.fi authorisations service available in the electronic registration service.
If a shareholder is represented by more than one representative at the AGM, 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 AGM.
The template of power of attorney and voting instructions are available on the company's website no later than Monday 1 March 2021 at 10.00 am Finnish time. Powers of attorney are requested to be delivered primarily by email to email@example.com or by letter 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 firstname.lastname@example.org. Oma Savings Bank Plc may, if it so wishes, require original power of attorney if the company deems it necessary.
4. Holder of a nominee-registered share
The holder of nominee-registered shares has the right to participate in the AGM on the basis of the shares of which he or she would be entitled to be registered shareholders’ register of the company maintained by Euroclear Finland Oy on the record date of the AGM 18 March 2021. The right to participate also requires that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register held by Euroclear Finland Oy no later than on 25 March 2021 10.00 am Finnish time. In the case of shares registered in the nominee register, this is considered to be a registration for the AGM. Changes in shareholding after the record date of the AGM do not affect the right to participate in the AGM or the number of votes of the shareholder.
The holder of a nominee-registered share is advised to request the necessary instructions from his / her custodian in good time regarding registration in the temporary shareholders’ register, the issuing of power of attorney and registration for the AGM. The account management organization of the custodian bank will temporary register the holder of nominee-registered share, who wants to participate in the AGM, into the shareholders’ register of the company at the latest by the time stated above and arrange advance voting on behalf of the nominee-registered shareholder. Further information is also available on the company's website https://sijoittaminen.omasp.fi/en/general-meeting-2021
5. Other information
Shareholders holding at least one hundredth of all the shares in the company have the right to make a counterproposal to the voting proposals on the agenda of the AGM. Such counterproposals must be submitted to the company by e-mail to email@example.com no later than Wednesday 24 February 2021 at 4:00 pm Finnish time. Shareholders making counterproposals must in connection with delivering the counterproposal present evidence on his / her shareholdings. The counterproposal will be considered at the AGM, provided that the shareholder has the right to participate in the AGM and that the shareholder holds shares corresponding to at least one hundredth of all the shares in the company on the record date of the AGM. If the counterproposal will not be taken up for consideration at the AGM, the votes given in favor of the counterproposal will not be taken into account. The company will publish any counterproposals to be put to a vote on the company's website https://sijoittaminen.omasp.fi/en/general-meeting-2021 no later than 1 March 2021.
A shareholder may present questions pursuant to Chapter 5, Section 25 of the Finnish Companies Act on matters to be discussed at the meeting by e-mail to firstname.lastname@example.org or by regular mail to address Oma Savings Bank Plc, Lakiasiat, Kluuvikatu 3, 7. krs. 00100 Helsinki until 12 March 2021 16.00 pm Finnish time, by which time the questions must be received. Such questions by shareholders, responses to such questions by the company’s management as well as other counterproposals than those put up to a vote are available on the company’s website https://sijoittaminen.omasp.fi/en/general-meeting-2021 by no later than 22 March 2021. As a precondition for presenting questions or counterproposals, a shareholder must present evidence on his / her shareholdings.
Instructions for following the webcast of the meeting
Shareholders registered in Oma Savings Bank's shareholder register no later than the record date of 18 March 2021 have the opportunity to follow the meeting via a webcast in Finnish by notifying in connection with registration and providing e-mail information for submitting a link. The webcast link is personal. Through a webcast, shareholders are not considered to be attending the AGM. It is not possible to speak or vote remotely.
On the date of this notice, 19 February 2021, to the AGM the total number of Oma Savings Bank Plc shares represent an equal number of votes. On the date of the notice of the meeting, the company holds 11,700 of its own shares. According to the Finnish Companies Act, a share owned by the company or its subsidiary cannot be used to participate in the AGM.
Oma Savings Bank follows the official instructions in all arrangements and updates the instructions for the AGM if the situation so requires. Participants in the AGM are asked to follow the company's website https://sijoittaminen.omasp.fi/en/general-meeting-2021 for any additional instructions or changes.
Oma Savings Bank Plc
Board of Directors
Helena Juutilainen, CLO, tel. +358 40 580 6401, email@example.com
Minna Sillanpää, CCO, tel. +358 50 66592, firstname.lastname@example.org
Nasdaq Helsinki Ltd
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.