Resolution on the use of the profit shown on balance sheet and the payment of dividend
In accordance with the Board's proposal, the AGM decided to pay an actual dividend of EUR 0.40 per share for the financial year 2022. The dividend will be paid to a shareholder who is registered in the company’s shareholder register maintained by Euroclear Finland Ltd on the record date 3 April 2023. The dividend will be paid on 12 April 2023 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 AGM decided to keep the remuneration of the members of the Board unchanged. The following annual remuneration shall be paid to the members of the Board of Directors for the term ending at the AGM 2024: EUR 55,000 per year to the Chairman, EUR 41,250 per year to the Vice Chairman and for other members EUR 27,500 per year. In addition, the meeting fees of EUR 1,000 for each Board meeting and EUR 500 for each single-issue email meeting and committee meeting will be paid.
A condition for obtaining and paying a fixed annual fee is that the Board Member 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. The recommendation is that a member of the Board of Directors shall not transfer the shares awarded as annual remuneration until the membership in the Board has expired.
Number and election of the Board of Directors
The number of members of the Board of Directors was confirmed to be seven. Aila Hemminki, Aki Jaskari, Timo Kokkala, Jyrki Mäkynen, Jarmo Salmi and Jaana Sandström were re-elected as Board members and Jaakko Ossa was elected as a new member for a term ending at the end of the 2024 AGM.
Election and remuneration of the auditor
KPMG Oy Ab, a firm of authorised public accountants, was elected to continue as auditor for a term ending at the 2024 AGM. M.Sc (Econ.), APA Tuomas Ilveskoski will continue as responsible auditor. The auditor's remuneration is paid against an invoice approved by the company.
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 AGM decided, in accordance with the Board of Directors’ proposal, to authorise the Board of Directors to resolve on the issuance of shares or transfer of the company's shares and the issuance of special rights entitled to shares as 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.
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.
The authorisation is valid until the end of the next AGM, but not later than 30 June 2024. 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.
Authorising the Board of Directors to decide on the repurchase of own shares
The AGM decided, in accordance with the Board of Directors’ proposal, to 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.
The authorisation is valid until the closing of the next AGM, but not later than 30 June 2024.